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Home My WebLink AboutIT17-293 - Other - En Point Technologies Sales LLC - Imaging System Replacement - 08/09/2014 /%% rPds /jirr EN lilt / WASHI CTON / % �!'� DVc ument CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. 1f you have questions, please contact City Clerk's Office. Vendor Name: En Pointe Technologies Sales LLC Vendor Number: 1478608 JD Edwards Number Contract Number: I ° 00 This is assigned by City Clerk's mice Project Name. Imaging System Replacement Description: ❑ Interlocal Agreement 0 Change Order E' Amendment ® Contract 0 Other: Contract Effective Date: 08/09/'17 Termination Date: 08/08/20 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: Curt Ryser Department: Information Technology Contract Amount 23,272.33 Approval Authority: F� Department Director El Mayor Z City Council Detail: (i.e. address, location, parcel number, tax id, etc.): All three vendors tie into the Imaging System Replacement Project: *En Pointe Technologies Sales LLC - providing SQL Server Std. 2017 - 2 Cores / Microsoft Part 7NQ-00842 * Cities Digital Inc. _ Goods & Services Agreement - software and professional services supporting Laserfiche Rio 10 solution astir sc e - 4ggy ac ing — aster Contract # /814=i��or n erprise Content Management (ECM) between WA DES and Compulink Management Center Inc. dba Laserfiche As of: 08/27/14 KEOT oft Kecords Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. E] Blue/Motion Sheet Attached E] Pink Sheet Attached Vendor Name: En Pointe Technologies Vendor Number (JDE): 872028 Contract Number (City Clerk): ITO - 7q2d - 005- Category: License Agreement Sub-Category (if applicable): Choose an item. Project Name: _5QL_Server Standard Edition Contract Execution Date: 03/27/18 Termination Date: 01/31/20 Contract Manager: Somen Palit Department: IT Contract Amount: t38,51530 — Approval Authority: [] Director F] mayor F-1 City Council Other Details: Ties with IT17-293-0012 (part of Laserfiche contract) REQUEST FOR MAYOR'S SIGNATURE KENT Purchase Order Only — Print on Yellow Paper W As.i 1.. Please Fill in All Applicable Boxes ALL REQUESTS ARE ROUTED DIRECTLY TO THE MAYOR AND RETURNED TO THE ORIGINATING DEPARMENT DO NOT ROUTE TO CLERK'S OFFICE Approved by Dire Originator: Somen Palit Phone (Originator): x4608 Date Sent: 03/27/18 Date Required: 03/30/18 Return Signed Document to: Lynnette Smith Contract Termination Date: 01/31/20 VENDOR NAME: Date Finance Notified: 03/27/18 En Pointe Technologies (Only required on contracts 10 000 and over or on any Grant DATE OF COUNCIL APPROVAL: 05/16/17 Date Risk Manager Notified: 05/17/17 Specifically Authorized in Budget?AYES ® NO Account Number: See below Brief Explanation of Document: SQL Server Licenses on Enterprise Agreement-Imaging System: Please sign PO 144397 Total: $38,515.30 Terms: 03/27/18-01/31/20 Split Accounting: *T20172.66400.1902 *16402256.63600.3300 *11505210.66400.7810 Shaded Areas to Be Completed By Administration Staff Received Recommendations and Comments: Disposition:.Z'A // 1/444 -- 17— G Date Returned: . P'MiftPons1bo-curnent Processing equest or aywSignature Purchase Order,docx THE RIGHT En Pointe Technologies Sales Phone: (310)337-5200 PCM.", TECHNOLOGY, DELIVERED 1940 E.Mariposa Ave Fax: (310)258-2309 EN POINTE*TECHNOLOGI ES El Segundo, CA 90245 www.enpoinfe.com Invoice Bank of America Please Remit Payment in US Dollars To: Customer Account Number ABA#122000030 En Pointe Technologies Sales LLC D n D 1028055 Acet No.:1453331104 P.O.Box 740545 y Il j Account Name:En Pointe Technologies Sales Los Angeles,CA 90074-0545 Bill' ddress Irifo'mation Attic : Accounts Payable Invoice Number 93274792 NASPO-WA-City of Kent Document Date 04/03/2018 Accounts Payable Purchase Order No. 1443970P 220 4th Avenue South Payment Due Date 05/03/2018 Kent WA 98032 Purchase Order Date 0410212018 Sales Order Number 50384452 Shi -T.o:P..a - Address. . . Payment Terms jP., , �; fi.•. Billing Date 04/0312018 CITY OF KENT-INFO TECH Salesperson Pat Accimus 400 W GOWE ST,STE 122 KENT WA 98032 SAVE TIME&MONEY.Receive your invoices electronically via EDI,E-mail,XML or Fax.Email your request to marllM_�,elnn�pr[`arocnnf�. fPanT+nle cam or call310-337-5200. slid-to:Party,_Aildress.: we can set you up todayi r. _ . .. M�M111AM�IIM►IMRIMMRIMMIMtfMMfMMM�MMM NASPO-% A-City of Kent 'To avoid fate charges of 1.5%per month,pis pay by due date. 220 4th Avenue South 'F.0.0 Destination supersedes terms on reverse. KENT WA USA Invoice Details _ a;, -Page:2 of 2 Item Material#/Part#l Mfg Name l Material Description Tax Quantity Unit Price Amount Amount Subject o Sales Tax S 35,013.91 Sales Tax-State S 2,275.90 Sales Tax- Local s 1,225.49 Total Taxes $ 3,501.39 otaf Amount $ 38,615.30 v Y. .._ DATE: _.. DATE: This invoice is subject to EN Pointe Technologies Sales standard terms and conditions available at www.enpointe.com PCMTHE RtWiT En Pointe Technologies Sales Invoice , TECHNOLOg1G pEUyEREp• 1940 E.Mariposa Ave Customer Account Number 1026085 EN POINTPNOLOGIES El Segundo, CA 90245 TE H Phone: (310)337-5200 Bank of America Please Remit Payment in US Dollars To: ABA#122000030 En Pointe Technologies Sales LLC Fax: (310)258-2309 Acct No.:1453331104 P.O.Box 740545 www.enpointe.com Account Name:En Pointe Technologies Sales Los Angeles,CA 90074-0545 :Bilii.rig`Address Information . 'AttA:":Accounts Payable In Number 93274792 NASPO WA CiEy of Kent SCANNED Document Date 8Accounts Payable Purchase Order No. 1443970P 220 4th Avenue South Payment Due Date 18 Kent WA 98032 APR 0 5 20J8 Purchase Order Date 04/0212018 yr �{T Sales Order Number 50384452 t J A Payment Terms ;Ship,y .Address,�' �~.� p Party Billing Date 04103/2010 CITY OF KENT-INFO TECH Salesperson Pat Accirnus 400 W GOWE ST,STE 122 '"' """•"•"`•""""•"".«•'..«"..«""•' KENT WA 98032 SA VE 77ME 8,MONEY.Receive your invoices electronically via EDI,E-mail,XML or Fax.Email your request to rrPd1K`uel nmrr•amC@n/n epuXt�or call210-337-5200. ;. We can set you up todayl Sold=to:.Patrty Address •••••• ••••-••••�•��-••••�•••�•••••• •�• NASPO-WA-City of Kent "To avoid late charges of 1.5%per month,pis pay by due date. 220 41h Avenue South 'F.0.8 Oestinat/on supersedes terms on reverse. KENT WA USA Pa e:.i:of 2 •Invoice�Details;.i:�;: i . ': • . �i' - , :r •....: •5� '-. - : g Item Material#I Part#I Mfg Name!Material Description Tax Quantity Unit Price Amount 0010 226-04437[36V228-04437 80.88 1 EA 808.81 808.81 Microsoft sql server standard most current version true-up enterprise-enterprise level d year 2(prepaid)all languages(non-speck os)single liven Lynnette Smith 253-856-4602 Ismith@KentWA.gov 211/2017-1/31/2020 0020 359-00960[61]1359-00960 188.24 10EA 188.24 1,882.40 Microsoft sql cal user most current version enterprise enterprise-true up level dyear 2(prepaid)all languages(nonspecific os)per processor govern Lynette Smith 253-856-4602 Ismith@KentWA.gov 2/1/2017-1/31/2020 0030 7NQ-00302[22]17NQ-00302 3,232.27 10EA 3,232.27 32,322.70 Microsoft sql server standard core most current version enterprise enterprise-tr ue up level d year 2(prepaid)all languages(non-specific os)singlen Lynnette Smith 253-656.4602 Ism#h@KentWA.gov 2112017-113112020 ub Total S 35 013.91 This invoice is subject to EN Pointe Technologies Sales standard terms and conditions available al www.enpoinia.com 0 % $ 2 2 a (15� 9 Cr) \ G �\ s 2 q 1- cl o I L 0 C � § § G $ 2 § R d e a o @ ® 2 $ m CO � � 2 w E E 2 2 — 3 � k 'i co w e nco / J $ k S 7 © 2 � . 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M 4 d fto pQ, Q r14 m P 60 00 m cz rn M ice: C+"0 m � Gq 0cr N� 00 cli00 yr G7 0 o r� a.7 wA U LU u u N L5 � V1 0 CJ Ln �, sn a V) kr Lf) CY, It rs w- 0 ' v �a c x ,n v^r rs vs w, nr rn ai r 'Lca m M in. in, r ro r4 ro v cr m 0 O r,4 « co N 0 0 a r 0 � I z ui d� O u U J x J a .1U. ,may CL Ln lo- J ' J Q r/7 o rH CN ro W �r f-4 --i m rn a co as w ry � a �+ N as -�s cu x Li W rV 00 CO 0 CQ U -L CO X J� rz 4f4 An- if'4 0 F— to o rn M h H Q7 cn co r ©a m cr Z 00 `a" � a O C7 J h h 00 0) CSl f V Ln lL7 '2 I' J u > >vi c� L - J Ln 4.7 4.1 Ln v) U Ln V Wash�ngton State Depa rtmere of Enterprise Services Master Contract 07814-001: Enterprise Content Management Master Contract Number 07814-001 for Enterprise Content Management (ECM) between Washington State Department of Enterprise Services and COMPULINK MANAGEMENT CENTER INC. dba LASERFICHE Master contractmm4-001 Enterprise Content Management CONTENTS PARTIES............. .................... ..........................................................................................................................5 RECITALS ............................ ................................................... ...................................................... ............5 1 OVERVIEW............ ............. ............................. ...................... ............. ...... ....... ............ ...........5 1.1 Term........................ ............. ........ ..... —...............---- ........... ------ ............ ...... 5 tt/ Master Contract Initial Term............. .............. ................................................. ...... ........ --'5 1.1.2 Master Contract Extensions........ ........ ..................................................................... ------G 1�2 Purpose...... ................................ .................................... ...........................................................8 1.3 Umhadonu—...-----......— ........ ---------- ............ ...— ..... .......... ..................—8 1.4 Definitions----------- ...... ---------- ...... ................ ............ .................8 2 MASTER CONTRACT ADMINISTRATION.....-......_..-. ............... ............................... .............10 2] Master Contract Administrabzr --- ... ..... ..........---- ...................... ................................1O 2.2 Administration of Master Contract by DES...................... ................................................. .......1O 23 Master Contract Management bythe Contractor......... .................. 10 2.4 Changes........... .................................................. ......... ................................. .................. .....-1O 2.5 Statewide Payee Desk...................... ...... ----- ............................................. .......... ...... 11 2�6 Fees and Reporting......................................................................... ...................... ............. —�11 2,6.1 Fees..... ............................................... ............................... ........... ....... ........... ............. --�11 2.6.2 Repurting—............................................... .................... —...... ....... .............. ..........................12 3 PRICING...................................................................................................................................................i2 3,1 Price Protection ............--- ............... ...............— ..........—............ ............... ...................12 3,2 Additional Charges —........... ........ -- ......... .......- ---............... .......... ..............................13 3.3 Price Adjusbnenhs--- .... --- .......— ..... .................. ..................... ....... ........................13 3.4 Adjustment for Additional Insurance Coverage........ ...... ..... ................. — ..........................14 4 CONTRACTOR QUALIFICATIONS AND REQUIREMENTS...........................................................14 41 RFP Requirements....... ... ...... ............---........... — ............................. ............................14 4.2 Established Business....... ---......-- ........-- ...... ....................................................—'14 4.3 Contractor Certificadmns—...— ......... ..................-----............................. ---..... .........14 4.4 Use cf Subcontractors..... ........... -------------------------------14 4,5 Assignments............. .......... ............ — ........ ..................... ......................... — ......... ...... 16 4,6 Contractor Authority......... ............ ......... .....................----- ........ —_-- ..... ... ........15 5 SITE SECURITY AND SAFETY........................................................................................................ 15 5] Site Security—...----......... --.... ... ........................ ........... .......... ........ ..................... ......15 5.2 Remote Access to Network .............. ................................. ...................................... ...............15 53 System Saoority—............------....... ---......— ..... ......................... ............... ..........-1S SA Data Storage, Transmission, and Archive.................... ................................. ...... ...... ............1G GPAYMENT.............. ....................................................... .... ......... ..... ....................... ....................1G 61 Payment, Invoicing and Discounts ............................ ........ .............— ........---------'18 6.2 Taxes, Fees, and Licmnseo-------------- ...... ......... ................ .............. — ....17 6.3 Minority and VVomen's Business Enterprise (MVVBE) Participation..........................................18 6,4 Overpayments hn Contractor. ......... ........ ........................ ............................................ .......-18 6,5 Contractor Expenses...........................---- .......... -- ............ ......---..........................18 6,8 Audits.... ... ...... ............ ...... --------- ............... ......................................... ...............18 7 QUALITY ASSURANCE............................................................... ....................................... ...... ......19 71 Contractor Commitments and Warranties.... ----- ....................................... ...................13 7,2 Product VVmrrantiea ........ --...............-- ......... ........................ .........................................1Q Master Contract 07814-001 Enterprise Content Management 7ACost of Remedy.... .............. ........... ....................... ---- ................. --.......... —..........20 G GENERAL LICENSE AND SUBSCRIPTION CLAUSES....................................................................2t 81 License Grent — .........____...... ........---- ........---- ...... ------------- ... 1 8.2 General Terms............ ....................-------- ................ ----............. — ........... .....21 8`3 License and Bankruptcy Provision ........... — ............ ................ ...................—................. .....22 8A Mobile Standerds-- .... ............ ............. ------------------------- ....22 9 INFORMATION AND COMMUNICATIONS ......................................................................................22 91 Retention of Records....... — ........... ...... .......... --- ..... ........ ---.............. —........... '22 9.2 Proprietary or Confidential Information ....— ........-----....... ......... ................ ............... '23 93 Non-Endorsement and Publicity...................................... —........ ............ ..........................--23 9.4 Ownership/Rights in Work Product and Data.................. .. ........... ......... ........... ..............23 0.5 Protection ofPurchaser's ConfidendaInformmtion ----------------------.24 18 GENERAL PROVISIONS.....................................................................................................................26 10.1 Governing Law/Venue .......... --- ...... .................. ........ ........ ............. ........ ........ .........-25 10.2 Saverabi|ity—...................... ---- ......................... .............................................................25 103 Survivorship........ ----------- ... .................. ......................... .......................... ........26 10.4 |ndepmndenl Status of Contractor........ .......................... ............................... ................. ........2Q 10.5 Gifts and Gratuities...-- ........... ......................... — ....... ..... ............ --...—........ —.........'26 10.6 Personal LiabHby ..... .................. .......... ---- ...... ...................... .........------....... 2S 107 Insurance.................. ................................. ...................--- ...... ---------- .......'27 10.8 Nondiscrimination................. ..... ---........... --- .......... -------------_----3O 10.9 Waiver ----------- .................. ............... .................. ...... .......................... ........ ...3O 10.10 Treatment of Assets........................................ .....................................— ... ...................... ..... 30 10.11 Patent and Copyright Indemnification...... .................................. ..... ..... .................... ...........�3O 11 DISPUTES AND REMEDIES............................................................................................ .....................32 11] Problem Resolution and Disputes ...................... ....................... ...... ............................... ...—32 112 Force K8ajeure-- ...... .... .......... — ...... --------------------- ........... �33 11.3 Non-Exclusive Remedies................. -- ........ ...... -- ......... ........ ....... -- ............ — ....33 11.4 Liquidated Damages............................... ....... ... ...... ...... —.......... ------........ ......—33 11,5 Limitation of Liability .... .............---- .............. ........... —......... .... --------....... —33 11,15 Federal Funding ............ ..... .................................. ............ .................. ------ ...... 34 111 Federal Restrictions mm Lobbying.....................-- ...... ........ — ...... —... ........--......... ......34 11.8 Debarment and Suspension........... — ......... ................... ........... ............. .............. ...............34 11�9 Failure to Perform .... ................... --------------------- ....... ...------34 12 CONTRACT TERMINATION ....... .......................................................................................................35 13] Material Breach................ .................................. ... .............................................. ........... ....35 122 Opportunity tm Cure ......-- ...........—.... ................... ...............................................................35 123 Termination for Default.......... ..... .... ... ............... ........... ............ ..................... .......... .....3O 12.4 Termination for Convenience....... .......................................................... ........ ........— .............3G 12,5 Termination for Withdrawal of Authority ................. .............. -- .............. -- ..... --...—38 12.6 Termination for Non-Appropriation of Funds................................................. --...... .......... '37 127 Termination for Conflict of Interest ...-- .......... ....................................................... ........... '37 12.8 Termination by Mutual Agreement .... ................................................... —.................... ........ '37 72.9 Termination Procedure........ —.........— ........................ ----- ........................... ..............37 12.10 Post-Term i nation Assistance..... ....... ...... —.... .........................---------.........— ......3D 13 CONTRACT EXECUTION .......... ................................................... .......................... .......................3�8 13.1 Entire Agreement................. ..... ..................................................................................... ........38 13,2 Order of Precedence, Incorporated Documents, Conflict and Conformity........ ........__......'38 /3.2.1 Incorporated Documents—....................... ............... ..... .......... ........... --....... ----- ............38 Master 07814-001 Enterprise Content Management 13.23 Conflict—.... .. 39 1J2,4 Conformity. ----- ..... ........ ....... ..........-------...... .....--- ....... .... -- .... ...... ..... 39 13.3 Legal Notices....... ........ ................ .............................— .......................................................3g 13.4 Liens, Claims, and Encumbrances.... — ......... .........-- ...........— ....... ...... .........................4O 13.5 Authority to Bind --...-- ..... .......--.................................. ..................................... ...........4O 136 Counharpa rts ....... ............................ ................. — ........ — .............. ................. ..............4O Master 07814-001 Enterprise Content Management PARTIES This Master Contract(Master Contract) is entered into by and between the state of Washington, acting by and through the Department of Enterprise Services (DES), an Agency of Washington State government Iocatedat15OU Jefferson Street SE, Olympia WA, 9B501. and Compu|ink Management Center, Inc. dbo Laaer5ohe (Contnscbzr). a California corporation located sd3545 Long Beach B|vd.^ Long Beach, CA 9O8O7 licensed to conduct business iothe state of Washington under Washington State Universal Business Identifier GO2792347. The purpose of th,is Master Contract is to provide Commercial-Off-The- Shelf(COTS) Enterprise Content Management(ECM) s,olution(s) products and related Services mo described and identified herein. RECITALS The state of Washington, acting by and through DES issued Request for Proposal (RFP) Number 07814 dated December 18. 2014. for the purpose of entering into Master Contracts with multiple contractors for ECM solution(s) in accordance Mth its authority under Revised Code of Washington (RCW) 39.26. Contractor submitted a timely Response tu the RFp. DES evaluated all properly submitted Responses to the a bove-referenced RFP and identified Contractor ao one ofthe apparent successful bidders. DES has determined that entering into this Master Contract with Contractor will meet Purchasers' needs and will bein the best interest of the state ofWashington. NOW THEREFORE, DES Awards to Contractor this Master Contract, the terms and conditions of which shall govern Contractor's provisioning of On-Premise ECM solution(s)which offers a perpetual license as described herein. This Master Contract ie not for personal use. |N CONSIDERATION of the mutual promises made and aa hereinafter set forth, the parties agree as follows: i OVERVIEW 1.1 Term 1./ 1 Master Contract Initial Term The initial term of this Master Contract shall be for five (5) years from date of last execution signature. If the Master Contract expires or terminates, Purchaser's license(s) shaH survive the Master Contract in perpetuity according to the terms of Contractor's software license agreement, Purchaser's contracts for professional Services will survive the Master Contract, on a contract-by- contract basis, until the earlier of(i) completion of the contracted Services, or(ii)termination of the Services contract, Contractor's Laoerfiche Software Assurance Plan (LS4P)will survive the Master Contract, on a Purchaser's contract-by-contract basis, following expirafion of the current term of the LSAPif renewed annually thereafter. Perpetual licenses survive the Master Contract. License agreements will survive the Master Contract. After termination cf the Master Contract, Contractor is not authorized to provide additional Products or Services to new Purchaser(s). however, may provide additional products and services by mutually agreed upon amendment to a Purchaser's original Technology Solution Contract or applicable Statement of Work(s)when additional products and/or services substantially align with the original intended use of the Technology Solution Contract. After expiration or termination of the Master Contract, Contractor Master Contract 07814-001 Enterprise Content Management and Purchaser will continue to perform any Statement of Work, Technology Solution Contract, or LSAP software support pilan, executed before expiration or termination of the Master Contract, until each expires or is terminated on a contract-by-contract basis. 1.1.2 Master Contract Extensions Extensions of the Master Contract for additional terms may be offered at the sole discretion of DES for up to three (3,) additional two (2) year terms, subject to mutual agreement as to terms and conditions, including pricing. In the event extensions are offered, Contractor may be required to submit documentation which confirms that Contractor continues to meet original RFP technical requirements-, specifically Department of Defense 5015.02 V3 certification or the most current version thereof. 1,2 Purpose The purpose of this Master Contract is to provide Purchaser(s)with multiple options for ECM products and services based on the complexity of each Purchaser's needs and budget. The variety of products and services offered by the Contractor shall be the Core Offering of the Contractor's ECM products and services, which shall be purchased directly through the Contractor. Contractor will be the prime contractor and responsible for any ECM solution and/or products sold hereunder, including but not limited to professional services of Contractor's Subcontractors and any third-party software purchased under this Master Contract. Under the authority of RCW 39.34.055 and 43.19,005, this Master Contract is available to all state Agencies and other governmental entities, municipalities, or public benefit non-profit organizations that may wish to benefit from entering into their own Technology Solution Contracts with Contractor subject to the terms of the Master Contract. 1.3 Limitations In Contractor's RFP Response, Contractor may have proposed additional products and/or services which provided additional advanced functionality from third-party vendors which shall be referred to as"Extended Functionality." If Contractor does not have reseller agreements to sell the Extended Functionality within the boundary of this Master Contract, Purchaser may acquire Extended Functionality by various procurement methods outside of this Master Contract. Methods of procurement may include acquisitions: a) directly from an Original Equipment Manufacturer(OEM); b) by a formal solicitation from partners or software resellers,„ or, c) under the authority of a Sole Source Acquisition DES reserves the right to add functionality for additional products offered in this Master Contract. 1.4 Definitions Agency or Agencies shall mean any Washington state office or activity of the executive and judicial branches of state government, including state agencies, departments, offices, divisions, boards, commissions, institutions of higher education as defined in RCW 288.10.016, and correctional and other types of institutions. This term also refers generically to any organization authorized under RCW 39.34.055 and 43.19.005. Aggrieved Party shall mean the party whose rights or interests are damaged as a result of another party's action(s) Amendment shall mean a change to the Master Contract. mmrjnitcn State Department of Enterprise Services 6 of 40 Master Contract 0�7814-001 Enterprise Content Management .................. Audit Trail shall mean a chronological account of the lifecycle of a Record. Award shall mean DES's acceptance and subsequent Award of this Master Contract to a Bidder from RFP No. 07814. Bidder shall mean the vendor who responded to,the RFP and was Awarded this Master Contract. Business Days shall mean Monday through Friday, 8:00 AM to 5:00 PM, Pacific Time, except for holidays observed by the state of Washington. Commercial-Off-The Shelf shall mean Software products that are ready-made and available for sale to the general public. Confidential Information shall mean information that may be exempt from disclosure to the public or other unauthorized persons under either RCW 42.56 or other state or federal statutes,. Confidential Information may include, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card Information, payroll/labor data, driver's license numbers, medical data, law enforcement records, Agency source code or object code, Agency security data, and information identifiable to an individual. Purchasers may identify additional Confidential Information in a Technology Solution Contract. Confidential information also includes any personal information under the provisions of RCW 19.255.010 and RCW 42.56.590 Contract- See Master Contract. Contractor shall mean Compulink Management Center, Inc, dba Laserfiche (Contractor), a California corporation. Core Offering shall mean Contractor's software products and Laserfiche Software Assurance Plans (LEAP)„ which are listed in Contractor's ECM Price Schedule, Exhibit A, including product updates, upgrades, and new versions. Data shall mean any and all data within Purchaser's possession, custody, or control, including any and all data that Purchaser has disclosed to Contractor. For purposes of the Master Contract and the Technology Solution Contract, Purchaser's Data does not cease to be Purchaser's Data solely because it is transferred or transmitted beyond Purchaser's immediate possession, custody, or control. Deliverable shall mean any tangible or intangible thing to be provided by Contractor to Purchaser as described in a Statement of Work and/or Technology Solution Contract. Destruction shall mean the permanent disposal of a record as prescribed in the records retention schedule. An Audit Trail must document the Destruction as proof of actions taken. See Audit Trail. Documentation shall mean the then current written user manuals or product guide specifications provided by Contractor for Products or proposed functionality offered in the Contractor's RFP Response, Exhibit E. ECM Price Schedule shall mean the rate(s) quoted for products and/or Services by Contractor and attached as Exhibit A to this Master Contract. End User License Agreement ("EULA") shall mean any software iicense agreement by which Contractor grants a licensee the right to use any Software, including, but not limited to, any such agreement made before or after execution of this Master Contract, and including without limitation any such agreement that either is affixed to (e.g., shrink-wrap), imbedded in (e.g,, click-wrap), or in any way accompanies the Software upon delivery. The term "EULA" does not include this Master Contract, a Technology Solution Contract, or Statement of Work. 10YWaShirlgtGn State De:partment of Enterprise Services 7 of 40 Master Contract 07814-001 Enterprise Content Management Extended Functionality shall mean additional products purchased from third-parties outside cfthis Master Contract including but not hmited to services, components, software/modules, open-source code, or interfaces which may be needed to provide Purchaser with additional functionality beyond the Contractor's Core Offering. Interoperability shall mean the ability ho interface with Microsoft products (Outlook, SharePoint. Word, et .) asweUasconnoct to and run from existing systems on disclosed to Contractor before execution ofe Technology Solution Contract and/or Statement ofWork. LSAP means Contractor's Laserfiche Software Assurance Plan, a copy of which is attached as Exhibit E to this Master Contract and incorporated by this reference. Management Fee shall mean o cost recovery fee associated with DES's administration mfthe Master Contract. Master Contract eheN mean this agreement, all incorporated schedules, exhibits, addenda, and subsequent mutually agreed upon Amendments bz this Master Contract. Master Contract Administrator shall mean the DES representative that manages the Master Contract on behalf ofDES, Mobile Standards shalt mean any laws or regulations published by the Federal Trade Commission (FTC). Federal Drug Administration (FOA), U.S. and: state Attorney General Offices, and other federal regulatory agencies that mandate specific practices, policies and procedures to govern the use cf mobile devices, including the following FTC Staff Report, issued February 1. 2O13. and the State of California Attorney General report on Privacy on, the Go, Recommendations for the Mobile Ecosystem, issued January 2013. mhaU mean o Software solution which runs inon infrastructure onthe premises of Purchaser's network environment using the Software, rather than at a remote facility such as at e server farm, o|oud, or otherwise remotely hosted infrastructure or platform. Product shall mean the On-Premise Enterp6se Content Management solution or any component thereof, offered in Contractor's Response to the RFP and made available to Purchaser under this Master Contract). Product Notice shall mean the notice, received upon initial purchase or in the future that pertains to Software or hardware use hghts, upgnmdea, warranty pmrimdm, meintenenoe, restrictions, or other modifications. shall mean e request for inspection or copying ofe public record under RCVV42.58, Public Record shall mean any paper, correspondence, completed form, bound record book, photograph, film, sound recording, map drawing, email, facsimile, mach ine-read able material, compact d�mn, or other document, regardless of its physical form or characteristics (including copies of such records), that are made by or received by any Agency of the state of Washington in connection with the transaction of public business. SeeRCVV40.14,010 Purchaser shall mean any Washington State Agency, other Washington governmental entities or rnunicipm|ities, boards commission, non-profit organization which are authorized by statute to smqu|nm Products and Services under this Master Contract including, but not Mrnitedto, RCVV43.19. 39.26. and 3Q34. Record shall mean all records created, received, or edited by an individual w�thin Washington State government, including all Data. Master Contract 07814-001 Enterprise Content Management Request for Proposals (RFP) shall mean the Solicitation Number 07814 dated December 19, 2014„ to procure the Products and Services which are the subject of this Master Contract. Response shall mean Contractor's response to the RFP. Revised Code of Washington or RCW shall mean the permanent laws in force, enacted by legislation, and signed by Washington State Governor, or enacted by the initiative process. Services shall mean those activities provided by Contractor relating to this Master Contract or any Technology Solution Contract and/or Statement of Work, which Purchaser has elected to purchase from Contractor. Such Services may include, but are not limited to, project management, planning, configuration, custornizabon, interfacing, integration, testing, training, implementation, and/or the ongoing support and maintenance of the Solution. Software shall mean any programming code provided by Contractor to Purchaser, including Contractor-supplied third party software, application interfaces, or open-source code including micro-code, firmware, support tools, and operating system software. Sole Source Acquisition shall mean the process by which additional Products or Services are purchased for Extended Functionality of the ECM Solution. Sole Source Acquisitions are defined in RCW 39.26.140. Solicitaflon shah mean the RFP, and any Amendments or revisions thereto, which are associated with this Master Contract. Solution shall mean Contractor's On-Premise Software and the related Services and LSAP support plans. Specifications shall mean the explicit requirements specified in the RFP and proposed in the Response'r or as modified by the Master Contract, a Technology Solution Contract, or a Statement of Work. State shall mean the state of Washington acting by and through DES or the Purchaser. Statement of Work or SOW shall mean the defined body of work to perform and deliver Services for a specific project or outcome. A Statement of Work may contain, among other matters, tasks, deliverables, acceptance criteria, timelines, warranties, consideration and/or payment terms, or other terms and conditions. Subcontractor shall mean a non-employee of Contractor that has entered into a subcontract with Contractor to provide Services to Purchaser as required of Contractor under a Technology Solution Contract or a Statement of Work, pursuant to the terms and scope of the subcontract between Contractor and Subcontractor. Technology Solution Contract shall mean the agreement that any Purchaser and Contractor enter into under the authority of this Master Contract to purchase an ECM Solution. Usage Report (Usage) shall mean the quarterly report required by DES detafling all net collected sales amounts for the preceding quarter in accordance with the Sales and Subcontractors Report section of the Contract. Washington Administrative Code or WAC shall mean the regulations of the executive branch agencies issued by the authority of statute. Washington State Department of Enterprise Services 9 of 40 Master Contract 0781+001 Content 2 MASTER CONTRACT ADMINISTRATION 2.1 Master Contract Administrator DES shall appoint a single point of contact for this Master Contract. The Master Contract Administrator wfll provide oversight of the activities conducted hereunder and will be the principal contact for Contractor concerning business activities under this Master Contract. 2.2 Administration c�f Master Contract by DES DES will maintain contract information and pricing, and reserves the right to make it available nm DES's externa|webmite at or at its option. Contractor may implement#5 be|ow, Contractor shall: 1 Competent�y and efficiently supervise and coordinate the implementation and completion of all contract requirements specified henein� 2� Identify Contractor's account manager, who will be the principal point of contact for the DES Master Contract Administrator concerning Contractor's performance under this Master Contract; 3. Immediately notify the Master Contract Administrator in writing ofemyshangeofUne designated Contractor's account manager assigned to this Master Contnaot� and 4� Be bound by all written, communications given toorreceived from the Contractor's deo�Bnmted account manager. 5, At its option the Contractor wiH create a pricing website which is not public facing and provide DES with a URLvvhioh DES will post to its vvebaihe. Contractor shall ma�nhyin and manage access. 2.3 Master Contract Management by the Contractor Upon Award nf this Master Contract, Contractor she|C� 1 Review the impact of the Award and take the necessary steps needed to ensure that contraCtu21 obligations wflU be fulfilled. 2 Ensure that those who endeavor to utilize this Master Contract are authorized Purchasers under this Master Contract. 1 Designate product/service representative (may be the same am the account manager) who will be responsible for acldress�ng any Master Contract or Purchaser issues. 2.4 Changes Alterations to any of the terms, conditions, or requirements of fts Master Contract shall only be effective upon written issuance of a mutually-agreed Amendment. However, changes to point of contact information may be updated via e-mail without the issuance of a mutually-agreed Amendment. DES reserves the right to add products and/or Services within the original scope of this Master Contract as market conditions and Purchasers' needs change. Such modifications will be evidenced by issuancenf�vrittenandexecutedAmendment, which shall benegotiated and mutually agreed upon by the parties. Master Contract 07814-001 Enterprise Content Management -—---------- 2.6 Statewide Payee Desk Washington State requires the utilization of electronic payment in, its transactions. Contractor shall be required to register in the Statewide Vendor Payment system prior to submitting a request for payment or invoice. The site may be found at: http://des.wa.gov/services/ContractingPurchasing/BusinessNendorPay/Pages/defauet.aspx 2.6 Fees and Reporting 2.6.1 Fees The DES Master Contract program is required to be cost recoverable. Therefore, this Master Contract is subject to a Management Fee. Collection and remittance of this fee shall be conducted in accordance with the provisions set forth herein. The Management Fee will be reviewed periodically to ensure that the program is self-supporting and may be adjusted accordingly by DES. DES may, at its sole discretion, increase, decrease, or eliminate the Management Fee upon thirty(30) days written notice to Contractor. For purposes of the Management Fee, the parties agree that the initial Management Fee was included in the pri6ng. Therefore, any increase or decrease of the Management Fee shall be reflected in contract pricing commensurate with the adjustment. Contractor will pay the current Management Fee of 0.74 percent to DES on all State contract sales. The Management Fee must be rolled into the Contractor's current pricing, and not shown as a separate line item on an invoice. Contractor will provide DES with a Usage Report detailing all net collected amounts for the preceding quarter according to the table listed below,, in accordance with the Sales and Subcontractors Report section of the contract. DES will send an invoice each quarter, based on such report within thirty (30) days after receipt Payment of the DES Management Fee is due one (1) month following Contractor's receipt of the invoice from DES. See Usage, Invoice, and Remittance Table below. Taxability (if applicable): In 2013, the Washington Department of Revenue announced that if the underlying transaction requires sales tax, the DES Management Fee portion of the transaction is also subject to a sales tax. However, when the DES Management Fee that is held in trust by the Contractor is remitted to DES, it is not taxed a second time. Therefore, no sales tax is payable on the Management Fee component of the,sales invoice. DES reserves the right to audit, or have a designated third party audit, applicable records to ensure that the state has been properly invoiced and all DES Management Fees have been paid. Failure to accurately report Usage, to submit a timely Usage report, or remit timely payment of the DES Management Fee may be cause for contract termination, the charging of interest or penalties, or the exercise of other remedies provided by law. DES Management Fee payment from the Contractor to DES must reference the Contract number, work request number(if applicable), the name of the Contractor as known to DES, the year and quarter for which the DES Management Fee is being remitted, and the DES invoice number, wash4lgton State Department of Enterprise Services 11 of 40 Master Contract 07814-001 Enterprise Content Management All payments must be sent to: Washington State Dept, Enterprise Services Finance Department 1500 Jefferson Street SE P. O. Box 41460 Olympia, WA 98501 Usage, Invoice, and Remittance Table Usage Report due from DES invoices the Contractor remits the Quarter Ends Contractor within one Contractor within one Management Fee to DES month following the end of month following Usage within one month following the quarter reporting DES invoice. March 31 April 30 May 31 June 30 June 30 July 31 August3l September 30 September 30 October 31 November 30 December 31 December 31 January 31 February 28 March 31 Z 6,2 Reporting Based on Contractor's sales, Contractor shall provide a Usage Report to DES on a quarterly basis, in the electronic format provided here-, Contract Usage Reporting System Login. Reports must be submitted electronically within thirty (30) days after the end of the calendar quarter, i.e., no later than April 30, July 31, October 31, and January 31 Contractor must submit to DES a quarterly Usage Report of all purchases made by Purchasers under the authority of this Master Contract. The report must identify.- (1) the Master Contract number~ (2) each Purchaser making purchases during the reporting quarter-, (3) the total items purchases by each Purchaser; (4) the total invoice price, excluding sales tax and excluding the DES Management Fee, for each Purchaser-, (5) the sum of all invoice prices for all Purchasers, excluding sales tax and excluding the DES Management Fees-, and (6) the total amount of the DES Management Fees due for the quarter. The report and Management Fee must be received by the fifteenth calendar day of the quarter following the month in which Contractor invoiced Purchaser. Reports are required to be submitted electronically, in the format provided by DES. Should the Contractor have no sales activity in a quarter, no Management Fee will be required; however, Contractor shall be required to report zero (0) sales. DES shall have the right to examine Contractor's records associated with purchases under this Master Contract in order to ensure compliance with all contract requirements. 3 PRICING 3.1 Price Protection For the initial first year term of this Master Contract, Contractor must provide Products and Services based on rates that do not exceed the ECM Price Schedule attached as Exhibit A to this Master Contract. Such prices shall not be increased during the initial first year term of this Master Contract, *Waxshingtori State Department of Enterprise Services 12 o(40 Master Contract 07814-001 Enterprise Content Management Prices are considered maximum or"ceiling" prices only. On a project by project basis, Contractor may elect to provide Products or Services to Purchasers at lower rates than those originally- established in this Master Contract. DES acknowledges that pricing, may vary for Services outlined in an SOW created under a Technology Solution Contract. Contractor acknowledges that SOW pricing based on fixed price deliverables (preferred method) shall substantially align with the hourly rates provided by Contractor's RFP Response, Appendix E. Volume discounts based on the number of user licenses apply only to new sales and not to Software upgrades by which Purchaser exchanges its current Software for credit against an upgraded Software suite. Volume discounts apply on an Agency-by-Agency basis-, therefore, Agency counts cannot be cumulative across the State. Volume discount pricing for Software and support will apply only to additional user licenses purchased by any Agency or other Purchaser authorized to purchase under the Master Contract by State law. That is, an Agency that currently uses Contractor's Software may not demand that all of its existing Software and support plans be repriced to reflect volume discount pricing that is applicable only to new sales of Products and Services under the Master Contract. However, discount pricing may be negotiated and apply at the time of renewal of annual LSAP support plans. Contractor may provide additional Products and Services which substantially conform to the original RFP, by submitting said Product and Services to DES for approval. 3.2 Additional Charges Unless otherwise specified in this Master Contract, no additional charges by Contractor will be allowed except when Purchaser and Contractor mutually agreed to such charges in a Technology Solution Contract, an SOW, or a signed Change Order. The rates for Services shall be in accordance with hourly rates set forth in the Contractor's RFP Response (Appendix E)-1 however, DES, Purchaser, and Contractor acknowledge that a mutually agreed' upon SOW for integration and other Services may, upon mutual agreement, be converted to fixed price delivery and the fixed price deliverables shall substantially conform to the hourly rates offered in the Contractor's Response to the RFP (Appendix E). Notwithstanding the foregoing, in the event that market conditions, laws, regulations or other unforeseen factors dictate, at the Master Contract Administrator's sole discretion, additional charges may be allowed, 13 Price Adjustments Contractor must submit requests for adjustments in pricing to the Master Contract Administrator, in writing, at least sixty (60) days prior to the start of the second, third, fourth, or fifth year terms of this Master Contract. Master Contract extensions shall not be contingent upon DES's acceptance of Contractor's requested price increases Price adjustments may not be considered without documentation sufficient to justify the requested adjustment. Contractor may submit documentation based on published indices including the U.S. Department of Labor's Employment Cost Index for Professional, Scientific and Technical Workers, as adjusted for additional employment costs in the states of California and Washington, as well as Washington State Depa rtmwt of 13 of 40 Enterise ices pr Sery Master ContraGt um1*no/ Enterprise Content Management the particular employment cost data for IT workers in the Los Angeles-Long Beach-Anaheim and Geattle-Taournm'Olympio Metropolitan areas. The grant of any price adjustment will besdthe good faith discretion ofDES. Price Adjustments shall beno greater than three-percent(3%) per term and may not be accumulated term after term ifunused. DES will notify Contractor in writing ofany price increase granted, which will be confirmed in avvritten Amendment tothe Master Contract. Price increases granted by DES shall remain unchanged during the Master Contract annual term in which they become effective, and no additional price increase requests will be granted during that annual term. |f DES refuses Conbmctm/nrequestedphcoincreaee. orthepartiesdomotreudhagreementmn Contractor's request for price increases, Contractor may then terminate the Master Contract for Convenience. With respect to any Technology Solution Contract and/or SOW which survive the termination of the Master Contract, Contractor's price provisions of Section 3 will survive the termination of the Master Contract. 3,4 Adjustment for Additional Insurance Coverage If Contractor and Purchaser agree that additional insurance coverage is required or prudent given the risk of a Technology Solution Contract, the parties will have the right to approve,a price adjustment to cover the cost of the additional required coverage, subject to documented proof of coot. 4 CONTRACTOR QUALIFICATIONS AND REQUIREMENTS 4.1 RFP Requirements The RFP requirements are essential substantive terms of this Master Contract and are incorporated herein. Products and Services provided under this Master Contract shall meet or exceed all the mandatory requirements of the RFP. 4.2 Established Business Prior to commencing perfunnamoe, or prior bo that time if required by DES, Purchaser, law or regulation, Contractor must be an established business firm with all required licenses, fees, bonding and/or insurance, facilities, equipment and trained personnel necessary to meet all requirements and provide the Products or to perform the Services contemplated by the parties under this Master Contract. Contractor shall maintain compliance with these requirements throughout the life of this Master Contract or any ongoing requirement necessitated by any transaction with a Purchaser that is originally subject to this Master Contract. 4.3 Contractor Certifications Contractor shall maintain any required certification status for the initial term and any renewals of this Master Contract. 4.4 Use ofSubcontractors Contractor will be liable for a breach of contract, breach of warranty or negIigence of its Subcontractors when they are acting within the course and scope ofa Purchaser's Technology Solution Contract and/or a Statement cfWork. Prior to performance of a Technology Solution Contract and/or Statement of Work, Contractor shall identify all Subcontractors who will perform Services in fulfillment cf contract requirements, Master Contract 07814-001 Enterprise Content Management including their name, the nature of Services to be performed, address, telephone, facsimile, email, and federal tax identification number(T|N) DES acknowledges that in the past or future, Contractor or Contractor's resellers may have products and services purchased by Agencies outside of this Master Contract and any resulting Technology Solution Contract(s)which is outside of the scope of this Master Contract. 4.5 Assignments Contractor shall not assign or otherwise transfer its obligations under this Master Con:tract without the prior written consent of DES, which it may withhold in its discretion. Contractor shall provide a minimum of thirty (3O) calendar days advance notification of intent to assign or otherwise transfer its obligations under this Master Contract. Violation of this condition may be a material breach of this Master Contract if failure to give adequate notice causes significant harm or prejudice to Purchaser. Contractor shall communicate all requirements of the Master Contract to its assignee. Any transfer of Contractor's obligations will not release or reduce Contractor's liabihty for any breach in the performance of the Master Contract. 4.6 Contractor Authority Contractor is authorized to sell under this Master Contract only those Products and Services as authorized by this Master Contract. Contractor shall not misrepresent boa Purchaser that Contractor is authorized to sell Products and/or Services using this Master Contract that are not within the scope uf this Master Contract. 5 SITE SECURITY AND SAFETY 5.1 Site Security While on DES's or any Purchaser's premises, Contractor and its agents, employees, and Subcontractors shall comply in all respects with all of Purchaser's physical, fine, mafe\y, and other security regulations. DES must furnish all appHcable regulations to Contractor in advance of executing any Technology Solution Contract orSOW. 5�.2 Remote Access to Network Contractor understands that in order to obtain remote access to Purchaser's Local Area Network (LAN), mnmai|, or supported computing env�rmmrnentathrough a remote access connection ("Remote /4ocese''). Contractor must comply with Purchaser's Remote Access policy and any other opp�ioab|e policies or procedures. Contractor shall, prior tnaccess, complete and sign any applicable agreements or forms. Remote Access is conditioned upon on executed Technology Solution Contract. DES must furnish all applicab�e regulations to Contractor in advance of executing any Technology Solution Contract orSOW 5.3 System Security Contractor acknowledges and understands that it may be required to access Purchaser's computer networks in delivering Products to or performing Services for Purchaser under the authority of this Master Contract and that in providing such access to Contraotor. Purchaser places special confidence and trust in Contractor. Contractor acknowledges and understands that any access granted by Purchaser to its computer networks shall be limited, restricted and conditioned upon Contractor's compliance with Purchaser's security policies and practices related bzsuch access, Master Contract 07814-001 Enterprise Content Management .......... ............ ................. which Purchaser will provide to Contractor before execution of the Technology Solution Contract, Contractor warrants that it will' provide all Products and/or per-form all Services for or on, behalf of Purchasers in full compliance with its security policies and practices as of the date of each respective Technology Solution Contract. For Washington State agencies, the Security Policy 141 - Securing Information Technology Assets is set forth by and through the Office of the Chief Information Officer(OClO) and is located on the OCIO website at: httr)s://ocio.wa.gov//policies/141- securing-information-techniglogy-assets Contractor understands and agrees that the O= Security Policies shall serve as the standard for network security and warrants that it shall exercise its best efforts to comply with the Security Policies with respect to 1) any electronic transfer of code or; 2) prevention of unauthorized access; and 3) prevention of any and all undisclosed programs, extraneous code, Self Help code, unauthorized code, or other data that may be reasonably expected to damage data, code, software, systems or operations of any state Agency network, system or data. Contractor staff may be required by Purchaser to complete certain minimum level of Security Awareness Training coursework depending on the skill and experience levels required by Purchaser. Purchasers may have differing security policies, which Contractor shall endeavor in good faith to meet when providing Products and/or Services to such Purchasers. Contractor's pricing may be adjusted to satisfy extreme security requirements of a Purchaser's environment as discovered prior to the execution of a Technology Solution Contract and SOW. &4 Data Storage,Transmission, and Archive Any and all Data must be stored and transmitted within the contiguous United States of America only. No offshore storage or data transmission (e.g., for support services) or storage (e.g., data center, hosted site or backup, disaster recovery or other locations) will be permitted. Purchaser acknowledges that Contractor uses some off-shore technical resources to support its accounts during non-business hours, which may delay Contractor's ability to render full support during non- business hours. 6 PAYMENT 6.1 Payment, Invoicing and Discounts Payment is the sole responsibility of Purchaser. Contractor shall provide properly completed invoices to Purchaser. All invoices are to be delivered to the address indicated in the Purchaser's Technology Solution Contract. Each invoice shall, at a minimum identify: 1. the associated Master Contract number', 2. Contractor's Statewide Payee Desk registration number assigned by DES, 3. the applicable Purchaser's Technology Solution Contract number, and, 4, the Product(s) and/or Services provided Contractor's invoices will show any applicable discount(s), including volume discounts. Invoices wili not be processed for payment, and the period of any prompt payment discount will not commence, until Purchaser receives (i) a proper invoice denominated in U.S. dollars and (ii) delivery of all invoiced items. Payment is subject to satisfactory performance by Contractor, including Services for implementation and integration of Software and/or other Deliverables, or completion of project milestones or project phases at a fixed-fee or time-and-materials basis, as set 0 WaViinqlon Stale Department of Enterprise Smice s 16 of 40 Master Contract 07814-001 Enterprise Content Management forth in the Technology Solution Contract or SOW Acceptance criteria will be established in the applicable Technology Solution Contract or SOW. Payment for Services furnished by Contractor pursuant to this Master Contract will be made according to the payment terms in the applicable Technology Solution Contract or SOW. Notwithstanding the above, payments for annual support and maintenance may be invoiced and be paid in advance. Unless the Technology Solution Contract or SOW provides for different payment terms, Purchaser's payments shall be due and payable within thirty (30) calendar days after provision and/or acceptance of Services or thirty (30) calendar days after receipt of properly prepared invoices, whichever is later. Payment will not be considered late if a check or warrant is mailed within the time specified. If no terms are specified, net thirty (30) days will automatically apply. Any bank or transaction fees or similar costs associated with currency exchange procedures or the use of purchasing/credit cards shall be fully assumed by Contractor. 6.2 Taxes, Fees, and Licenses Taxes Where required by statute or law, Contractor shall pay for and maintain in current status all taxes that are necessary for Master Contract performance. Unless otherwise indicated, Purchaser agrees to pay state of Washington taxes on all applicable Products and/or Services purchased hereunder, No charge by Contractor shall be made for federal excise taxes. Purchaser agrees to furnish Contractor with an exemption certificate where appropriate. Collection of Retail Sales and Use Taxes In general, Contractors engaged in retail sales activities within the state of Washington are required to collect and rennret sales tax to Department of Revenue (DOR), In general, out-of-state Contractors must collect and remit"use tax" to Department of Revenue if the activity carried on by the seller in the state of Washington is significantly associated with Contractor's ability to establish or maintain a market for its products in Washington State. Examples of such activity include where the Contractor either directly or by an agent or other representative: 1. Maintains an in-state office, service enterprise, or any other in-state place of business; 2. Regularly solicits orders from Purchasers located within the state of Washington via safes representatives entering the state of Washington, 1 Sends other staff into the state of Washington (e.g. product safety engineers, etc.) to interact with Purchasers in an attempt to establish or maintain market(s); or 4 Other factors identified in WAC 458-20, Department of Revenue Registration for Out-of-State Contractors Out-of-state Contractors meeting any of the above criteria must register and establish an account with the Department of Revenue. Refer to WAC 458-20-193, and contact the Department of Revenue for additional information (see WA State Dept. of Revenue Registration Reguirements,). When out-of-state Contractors are not required to collect and remit"use tax," Purchasers located in the state of Washington are responsible for paying this tax, if applicable, directly to the Department of Revenue. .......... VWashington Sute Deparinient of er 17 of 40 Entp rise Se rvices Master Contract 078 14-001 Enterprise Content Management Fees/Licenses After Award of Master Contract, and prior to commencing performance under the Master Contract, Contractor shall pay for and maintain in a current status any licenses, fees, assessments, permit charges, etc,, which are necessary for Master Contract performance. It is the Contractor's sole responsibility to maintain licenses and to monitor and determine any changes or the enactment of any subsequent regulations for said fees, assessments, or charges and to immediately comply with said changes or regulations during the entire term of this Master Contract. Taxes on Invoice Contractor shall calculate and enter the appropriate Washington State and local sales tax on all invoices. Purchaser shall be responsible for sales tax and use taxes, if any, imposed on the Products,and/or Services. U Minority and Women's Business Enterprise (MWBE) Participation If Contractor or any of its Subcontractors are certified MWBE firms, with each invoice for payment and within thirty (30) days of Purchaser's request, Contractor shall provide Purchaser with an Affidavit of Amounts Paid. The Affidavit of Amounts Paid shall efther state that Contractor still maintains its MWBE certificafion, or state that its Subcontractor(s) still maintain(s) its/their MWBE certification(s) and specify the amounts, paid to each certified MWBE Subcontractor under this Master Contract. Contractor shall maintain records supporting the Affidavit of Amounts Paid in accordance with this Master Contract's Retention of Records,section. 6.4 Overpayments to Contractor, Contractor shall refund to Purchaser the full amount of any erroneous payment"or overpayment under this Master Contract within thirty (30) days'written notice of such payment. If Contractor fails to make timely refund, Purchaser may charge Contractor one (1) percent per month on the amount due, until paid in full. 6.5 Contractor Expenses Purchaser will reimburse Contractor for travel and other expenses only as defined and approved in advance in a Purchaser's Technology Solution Contract, SOW, or as otherwise authorized by Purchaser in writing, in accordance with the then-current rules and regulations applicable to Purchaser. Contractor's expense reimbursement shall follow the Washington State per them rules and regulations as set forth in the Washington State Administrative and Accountings Manual. Contractor shall provide a detailed itemization of expenses, including the purpose, amounts and dates, and receipts for any individual expense of$50.00 or more, 6.6 Audits Contractor shall provide the right of access to its records which are directly applicable to this Master Contract to DES, or any of DES's officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Master Contract, In the event the parties are not in agreement as to the audit findungs, the parties shall use the dispute resolution process set forth in the Master Contract. The parties shall make a good faith effort to resolve their dispute prior to any action at law. Washington State Dej),3rtjr"6'11t of Enterprise Services 18 of 40 Master Contract 07814-001 Enterprise Content Management .... ................... 7 QUALITY ASSURANCE 7.1 Contractor Commitments and Warranties Contractor will comply with its commitments set forth in the Master Contract, Technology Solution Contract, and/or SOW. Contractor's commitments incNude: (i) Prices, discounts, and options that the parties agree will remain in force over a specified period of time; and (ii) Contractor's express warranties in its RFP Response, this Master Contract, a Technology Solution Contract, and/or an SOW. Contractor warrants that its Services, including Deliverables, will be performed in a good and workmanlike manner. Unless otherwise agreed in a Technology Solution Contract or SOW, Contractor will correct any complaints about Services and/or Deliverables that are not in material compliance with this warranty and that are brought to its attention in writing within thirty (30) days after those Services and/or Deliverables are delivered to Purchaser. However, if Contractor cannot determine the cause of and/or correct the issue within 30 days following Purchaser's written notice, Contractor will provide Purchaser with a temporary fix or workaround solution within the 30-day notice period until a permanent correction or resolution is achieved. Contractor warrants that its Services and Deliverables which are original content will materially conform to their applicable specifications for a period of thirty(30) days following delivery to Purchaser. Contractor acknowledges that if Purchaser is dissatisfied with the performance of an individual working on a Purchaser's project, Purchaser may report its,dissatisfaction to Contractor in writing and may ask Contractor to replace the individual. Contractor shall work with Purchaser to provide staff who are acceptable to Purchaser. Contractor must disclose in detail prior to execution of this Master Contract any known warranty caveats or Purchaser activities or circumstances that could potentially void warranties. 7.2 Product Warranties The warranties provided in this section are in addition to any other warranties provided to Purchaser elsewhere in this Master Contract or in Contractor's End User License Agreement (EULA) or any other software license agreements. Contractor warrants: (a) that every item of Software, without unauthorized modification, will perform substantially in accordance with the Documentation applicable to the Software for a period of forty-five (45) days from the date the item of Software is installed unless (i) Purchaser made modifications, alterations, configurations or integrations of or to the Software without Contractor's assistance, or knowledge and approval; or (ii) Purchaser failed to follow Contractor's Documentation, EULA, Product Notices, or other information available an Contractor's website or through its Help Desk unless Contractor has not notified Purchaser of substantial changes,- (fli) the defect, error, issue, or complaint was caused by Purchaser's own acts or omissions or operator errors or by integration with other software not approved and performed by Contractor; or (iv) the defect, error, issue or complaint resulted from, was caused by, or was attributed to, acts or omissions of third parties who were not employees or Subcontractors of Contractor and who were not authorized, instructed or directed to engage in such conduct by Contractor, or circumstances, causes or events over which Contractor had no control or responsibility; (b) that Contractor has all necessary rights and authority to license the Software and to grant the licenses or use rights provided hereunder; and, (c) there is currently no actual or threatened legal action against Contractor by any third party based on an alleged violation of an intellectual or proprietary property right that has not been disclosed to DES and/or Purchaser and that could adversely affect Contractor's ability to license the use of the Software. Contractor agrees that it will not electronically repossess, trigger any lock, or use any device capable of halting operations or erasing or altering data or programs with regard to any Software that it has licensed to Purchaser. Washinc ton State De rvrent of Enterprise Services 19 of 40 Master Contract 07814-001 Enterprise Content Management 7,3 Service Level Commitments The objectives for Service Level Agreements (SLA) shalt be documented in Contractor's LSAP, as attached and incorporated as Schedule A. 7.4 Cost of Remedy Contractor, at its expense, will (a) correct any defective work or other Deliverables that do not substantially comply with Contractor's warranty-, and if reasonably practicable and cost-effective, assist Purchaser in restoring and recovering lost data that resulted directly from a Software defect in breach of an express warranty by Contractor and which was not due to any acts or omissions of Purchaser or third-parties over whom Contractor had no control, management or contractual responsibility: or(b) upon inability to correct defect(s) Contractor may refund as set forth in the Limitation of Liability Section of this Master Contract upon mutual agreement. Contractor disclaims any and all implied warranties that the Software is impenetrable, that it may not be breached by hackers or Purchaser's employees, or that Contractor will indemnify Purchaser or third parties whose data may have been Bost, stolen, compromised or destroyed. )fir Washington State Departrmnt of Enterprise Services 20 of 40 Master Contract 07814-001 Enterprise Content Management 8 GENERAL LICENSE AND SUBSCRIPTION CLAUSES 8A License Grant For purchases of an On-Premise Solution with a perpetual license, Contractor grants to Purchaser a non-exclusive, non-transferable, non-sublicensable and perpetual license to use, in object format, Contractor's Software solution identified in the Technology Solution Contract, subject to terms, conditions and restrictions set forth herein and therein. Purchaser may modify the Software and may combine such other programs, open-source, interfaces or materials to form a derivative work. License rights granted herein shall apply to all derivative works. Contractor will not be responsible for malfunctions, errors, lost data or other problems that are in any way attributable to or result from any such combinations or derivative works made or created by Purchaser or others at its direction without Contractor's involvement which may void Contractor's LEAP, with respect to any such combinations and derivative works or Software problems that result from them. Unless otherwise agreed between the Contractor and Purchaser, Purchaser will make and maintain no more than one archival copy of each item of Software, and each copy will', contain all legends and notices and will be subject to the same conditions and restrictions as the original. Purchaser may also make copies of the Software in the course of routine backups of hard drive(s) for the purpose of recovery of hard drive contents. Purchaser may use backup or archival copies of the Software, without reinstallation or interruption of production copy(ies), for disaster recovery exercises at its disaster recovery site(s) subject to the Laserfiche End User License Agreement. Purchaser may make these backup or archival copies available to the disaster recovery site(s)' employees,who require use of the Software in order to assist Purchaser with disaster recovery exercises,. Purchaser agrees that production use of the Software at the disaster recovery site(s) shall be limited to times when Purchaser's facilities, or any portion thereof, are inoperable due to emergency situations. 8.2 General Terms Purchaser shall not make the Software available to unauthorized third parties, Purchaser may not relicense, rent or lease the Software for third party training or commercial time-sharing except as expressly authorized in the Freedom of Use hereunder and defined in Purchaser's Technology Solution Contract. Purchaser shall not distribute sell, sublicense or otherwise transfer copies of the Software or any portion thereof, and shall not use the Software except as expressly permitted hereunder. No third-party software that is provided with the Software may be used independently from the ECM solution. Purchaser agrees not to translate, reverse engineer, decompile or otherwise derive the source code for the Software or allow third parties to do so. Upon termination of the Technology Solution Contract and the non-renewal of annual maintenance and support, Purchaser may continue the use of subject products and will not be entitled to additional product upgrades or support. Freedom of Use. Purchaser may provide information processing Services to other users that are Agencies of state government and other tax-supported entities, and not for profit organizations. Contractor acknowledges and understands that certain type of information is provided to the public, Purchaser may charge a fee for cost recovery purposes from Agencies or other tax-supported entities. If Contractor agrees in a Technology Solution Contract, Software delivered hereunder may be used in the delivery of these Services. Purchaser shall disclose intent to use the Soiution in this manner and inciude license and maintenance and support costs in the Technology Solution Wasiiington State Department of Enterprise Services 21 of 40 Master Contract 07814-001 Enterprise Content Management Contract, If Contractor agrees in a Technology Solution Contract, then such use of Software products iu acceptable under the licensing agreements contained herein. PurohaaerauknmmIedgoa that additional license(s) may need to be purchased in accordance with Contractor's product use end' 8cenoingpp|ioies. Purchaser may move Software from one device in Purchaser's custody and control to another in the same Agemoy� orbo another Agency, but mnUyifmpaoifioeNy authorized by Contractor ima TnohnoUogy Solution Contract or amendment to an existing Technology Solution Contract. |mefther event, such Software must be completely removed from the first device when it is installed on the new device after Purchaser's verification ofa successful inataBatimn 8.3 License and Bankruptcy Provision Purchaser shall have a present license right in and to the software that is used to provide an ECM Solution. The rights to the Solution provided by Contractor to Purchaser under the Technology Solution Contract constitutes "intellectual property" asdefined in Section 1Q1(35A) mfthe Bankruptcy Code, as amended, and the Technology Solution Contract shall be governed by Section 365(n) of the Bankruptcy Code, as applicab,le, in the event Technology Solution Contractor voluntarily or involuntarily becomes subject to the protection of the Bankruptcy Code and Contractor nr the trustee in bankruptcy rejects the Technology Solution Contract, In the event Contractor voluntarily or involuntari1y becomes subject to the protection of the Bankruptcy Code and Contractor or the trustee in bankruptcy rejects the Technology Solution Contract under Section 385o(the Bankruptcy Code, Purchaser shall have the right to: (e) treat the Technology Solution Contract em terminated; or(b) retain Purchaser's rights under the Technology Solution Contract, specifically including the right to exercise its rights granted herein to use the software (and to all wmrh-|n- pnogrema relating thereho) Failure by Purchaser hz assert its right to retain its benefits tothe intellectual property embodied in the software pursuant boSection 365(n)(1)(B) of the Bankruptcy Code with respect toan executory contract rejected by Contractor nr the trustee im bankruptcy shaU not b* construed by the courts as a termination of such contract by Purchaser under Section 3G5(n)(l)(A) mf the Bankruptcy Code, Any attempted assignment of the Technology Solution Contract by Contractor or the trustee in bankruptcy to;athind party aheU be subject to such third partyproviding ^adequateassuranueoffutunaperfmmnanca" (aanahanancodinSeotion365(� mfthe Bankruptcy Code) toPurchaser. Among other requirements as may bereesonab1yimposed, ^adequatenmaumonoe~ mha|| inn|udeathirdmmrty'eexpneeevvrittenagreementtomssurneaDof Contractor's obligations under the Teohmo{ogy Solution Contract. 8.4 Mobile Standards To the extent the Solution has mobile features or uses a mobile platform, the mobile component of the Software will substantially comply with Mobile specifications in Contractor's Documentation and Technology BoiotionContract. The terms of this section are effective upon Technology Solution Contract execution that includes mobile components and shall remain in effect with respect to particular mobile components,as long as Purchaser is receiving these Services. 9 INFORMATION AND COMMUNICATIONS 8.1 Retention ofRecords Contractor shall maintain all books, recnrds, doouments, data and other evidence relating to this Master Contract and the, provision of Products and/or Services described henain, inc|udin0, but not limited to, accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Master Contract. Contractor shall retain such records for a period nf six(6) years following the date of final payment. Atnoadditional cost, these records, including materials generated under the Master Contract, shall be subject at all Master Contract 07814-001 Enterprise Content Management .......... reasonable times to inspection, review, or audit at Contractor's headquarters by DES, personnel duly authorized by the DES, the Washington State Auditor's Office, and federal and state officials so authorized by law, regulation or agreement. Any audit of an Agency is at the discretion and expense of the Washington State Auditor's Office. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until final resolution of all litigation, claims, or audit findings involving the records plus one (1) additional year or until such litigated claim has been resolved. 9.2 Proprietary or Confidential Information Contractor acknowledges that DES and Purchaser are subject to the Public Records Act, RCW 42.56 and that this Master Contract and any work shall be a public record as defined by this statute. Any specific information that is claimed by Contractor to be Proprietary Information must be clearly identified as such by Contractor. To the extent consistent with the Public Disclosure Act, RCW 42.56, DES and/or Purchaser shall maintain the confidentiahty of Contractor's information marked confidential or proprietary. If a public disclosure request is made to view Contractor's proprietary information, DES and/or Purchaser will notify Contractor of the request and of the date that the records will be released to the requester unless Contractor objects in writing to the release of confidential or proprietary records. If Contractor objects to release of proprietary or confidential records, Contractor shall obtain a court order to prohibit DES and/or Purchaser from releasing records. If Contractor fails to obtain a court order, DES and/or Purchaser will release the requested information on the date specified. DES and/or Purchaser's sole responsibilities shall be limited to maintaining the above data in a secure area and to notify Contractor of any request(s) for disclosure for so long as DES and/or Purchaser retains Contractor's information in DES and/or Purchaser records, Failure to so label such materials or failure to timely respond after notice of request for public:disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are exempt from disclosure. 9.3 Non-Endorsement and Publicity The Award of this Master Contract is not in any way an endorsement of Contractor's Products or Services, nor does it suggest that they are the best or only solution to meet Purchaser's needs. Contractor will not refer to DES, any Purchaser or the state of Washington in any literature, promotional material, brochures, sales presentation or the like, regardless of method of distribufion, without the prior review and express written consent of the DES, except and to the extent that such reference is a matter of public record. 9.4 Ownership/Rights in Work Product and Data Contractor shall own and retain all title, copyright, patents, trademarks, trade secrets, and other proprietary rights in the Software, Documentation and Deliverables, including but not limited to bug patches, fixes, updates, upgrades, enhancements, modifications and all derivatives and all other manifestations of Contractor's intellectual property. Aside from the license granted hereunder, DES and/or Purchaser do not, nor does any third party, acquire any right, express or implied, in any Contractor's intellectual property. Contractor warrants that it owns the Software and has title to and all rights necessary to deliver the Software to DES, and has obtained rights to deliver other software to DES from any third party software included in Contractor's Software Solution No title, ownership or interest in Contractor's *WasViington State Departmart of Enterprise Services 23of4O Master Contract 07814-001 Enterprise Content Management __............. ------ Software or any of its parts, in any third party Software incorporated into Contractor's Solution, or applicable rights therein such as patents, copyrights and trade secrets, shall be transferred to DES. With respect to Contractor owned intellectual property included in a Deliverable under a SOW, Contractor grants,the Purchaser a non-exclusive, non-transferable, irrevocable, perpetual license for the sole purpose of allowing the Purchaser to make use of thereof for its own internal purposes in the manner contemplated in the applicable SOW. Such license is subject to the Purchaser's payment of all fees and expenses under the related SOW. DES, Purchaser, and Contractor agree that all data and custom software developed for Purchaser (if any), (collectively called "Purchaser Product") produced pursuant to Purchasers Technology Solution Contract under this Master Contract shall not be considered work made for hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq., but shall be covered by the license provisions of this Master Contract. DES, Purchaser, and Contractor agree that all data and Purchaser Product created pursuant to Purchaser's Technology Solution Contract under this Master Contract shall be owned by Contractor. Contractor shall provide Purchaser with non-exclusive, non-transferable, non-sub licensable perpetual license to use such Purchaser Product. Material that is delivered under this Master Contract or Purchaser's Technology Solution Contract, but that does not originate therefrom ("Preexisting Material"), shall be owned by the party delivering such material. Contractor shall use State data only to provide and maintain the Services provided under this Contract. Contractor will not capture, maintain, scan, index, share or use State data stored or transmitted by such Services, or otherwise use any data-mining technology, except as authorized or required by this Master Contract, a Technology Solution Contract, or SOW. Contractor shall not use State data stored or transmitted by such Services for any advertising or other commercial purpose of Contractor or any third party. Each party is and shall remain the owner of all right, title and interest in and to any and all Data that it owned prior to the Effective Date, and in and to any Data to which it may hereafter acquire ownership. Without limiting the generality of the foregoing, Purchaser shall own all right, title and interest in and to Purchaser Data. Except as otherwise provided in the Master Contract, no party shall be obligated to convey any right, title and/or interest in any data to the other, Subject to the terms of the Master Contract, including the license rights granted to Purchaser hereunder, each party, upon request of the other, promptly shall return to the other any data owned by the other that may have been disclosed hereunder(including state Records). 9.5 Protection of Purchaser's Confidential Information Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with or in performance of this Master Contract or work may consist of Confidential Information. Contractor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Master Contract or any work, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Master Contract or any work, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without Purchaser's express written consent or as provided by law. Contractor agrees to release such information or material only to employees or Subcontractors Washington Stag:Department of Enterprise Services 24 of 40 Master Contract 07814-001 Enterprise Content Management .......... who have signed a nondisclosure agreement, the terms of which have been previously approved by Purchaser. As set forth in the Technology Solution Contract, Contractor agrees, to implement physical, electronic, and managerial safeguards (consistent with software Industry best practices), including but not limited to those prescribed by the Purchaser, to prevent unauthorized access to Confidential Information. As set forth in the Technology Solution Contract, if Contractor comes into contact with medical data or Protected Health Information, Contractor will enter into a Business Associate agreement with Purchaser, as required by federal or state laws, including HIPAA, prior to the commencement of any work. DES and Purchasers reserve the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Contractor through this Master Contract or any work. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. In the event of the unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of personal information maintained by the Purchaser("Data Breach"), Contractor agrees to comply with all applicable state and federal statutory provisions, including but not limited to RCW 19.255.010 and RCW 42.56,590, If a Data Breach occurs and that is found to be the direct result of Contractor's acts or omissions, Contractor will assume complete responsibility for notification of affected parties, and will pay Purchaser's documented out of pocket costs (excluding cost of internaB resources) to restore records or data from the most recent usable backup provided that Purchaser has implemented a data backup and recovery system that meets software industry best practices standards. If Contractor is only partially responsible for a Data Breach, Contractor's obligation to compensate Purchaser will be equitably apportioned to Contractor based on Contractor's proportionate share of responsibility for the total loss suffered by Purchaser, Violation of this section by Contractor or its Subcontractors may result in termination of this Master Contract and any work and demand for return of all Confidential Information, and/or payment of monetary damages, or penalties, 10 GENERAL PROVISIONS 10.1 Governing Law I Venue This Master Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be exclusively in the Superior Court for Thurston County. However, if the Uniform Computer information Transactions Act (UCITA) or any substantially similar law is enacted as part of the law of the state of Washington, said statute will not govern any aspect of this Contract or any license granted hereunder, and instead the law as it existed prior to such enactment will govern. 10.2 Severability If any terms and conditions of this Master Contract or any terms or conditions of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other terms and conditions of this Master Contract or such other document incorporated by reference that can be given effect without the invalid term/condition, to this end the terms and conditions of this Master Contract are declared to be severable. tllopWashington State Dwartnivt o� Enterprise Services 25of4O Master Contract 07814-001 Enterprise Content Management 10.3 Survivorship All transactions executed for Products and Services provided pursuant to the authority of this Master Contract shall be bound by all of the terms, conditions, prices and price discounts set forth herein, notwithstanding the expiration of the initial term of this Master Contract or any extension thereof. Further, the,terms, conditions and warranties contained in this Master Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Master Contract shall so survive. In addition, the terms of the sections titled Overpayments to Contractor; Ownership/Rights, in Work Product and Data; General License and Subscription Clauses, Contractor Commitments, Warranties and Representations-, Protection of Purchaser's Confidential Information; Audits; Order of Precedence, Incorporated Documents, Conflict and Conformity-, Non-Endorsement and Publjcilym Retention of Records; Patent and Copyright Indemnification, Proprietary or Confidential Information,- Ownership/Rights in Work Product and Data, Problem Resolution and Disputes; and Limitation of LiabOity shall survive the termination of this Master Contract. 10A Independent Status of Contractor In the performance of this Master Contract, the parties will be,acting in their corporate or governmental capacities and not as agents, employees, partners,joint ventures, or associates of one another. The parties intend that an independent contractor relationship will be created by this Master Contract. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Contractor shall not make any claim of right, privilege or benefit which would accrue to an employee under RCW 41.06, or RCW 51. 10.5 Gifts and Gratuities Contractor shall comply with all state laws regarding gifts and gratuities, including but not limited to: RCW 39.26.020 , RCW 42.52.150, RCW 42,52,160, and RCW 42,52,170 under which it is unlawful for any person to directly or indirectly offer, give or accept gifts, gratuities, loans, trips, favors, special discounts, Services, or anything of economic value in conjunction with state business or Contract activities. Under RCW 39.26.020 and the Ethics in Public Service Law, Chapter 42.52 RCW state officers and employees are prohibited from receiving, accepting, taking or seeking gifts (except as permitted by, RCW 42.52.150) if the officer or employee participates in contractual matters relating to the purchase of goods or Services 10,6 Save Harm lessfl ndemn ification. Contractor shall defend, indemnify, and save DES and/or Purchaser harmless from and against any claims, including reasonable attorneys'fees resulting from such claims, by third parties for any or all injuries to persons or physical damage to property of such third parties that are caused by intentional, willful or negligent acts or omissions of Contractor, its officers, employees, or agents., Contractor's Subcontractors, their officers, employees, or agents. Contractor's obligation to defend, indemnify, and save DES and/or Purchaser harmless shall not be eliminated or reduced by an alleged concurrent DES and/or Purchaser negligence. 10.6 Personal Liability It is agreed by and between the parties hereto that in no event shall any official, officer, employee or agent of the state of Washington when executing their official duties in good faith, be in any way personally liable or responsible for any agreement herein contained whether expressed or implied, Wastiiiqton State Depertnwnt of Enterprise Services 26 of 40 Master Contract 0781*-0n1 Enterprise Content norforenystatementornepreaentationmadehereinorinanyoonneotionvviththisagneamenL If Contractor is only partially responsible for a loss described in this section, Contrector'smbUgat�on to compensate Purchaser will be equitably apportioned to Contractor based on Contractor's proportionate share of responsibility for the total loss suffered by Purchaser. 10.7 Insurance The following are general insurance provistons for the term of the Master Contract with DES. Contractor shall mainta�n the minimum insurance coverages in the table below, The"Department of Enterprise Services" shall be named as the "additional insureds" on the following policies: INSURANCE TYPE MINIMUM PER AGGREGATE Commercial General Liability $1,000,000/$2,0010,000 Personal Injury Aggregate $1,000,000 Professional Liability Technology (including $1,000,000/$5,000,000 Cyber Liability Insurance) Contractor shall provide DES with a copy of the Certificate of Insurance for all policies within fifteen (15) calendar days of the Master Contract execution. The Certificate must include the Master Contract reference number, Additional insurance coverage specific to the Products and/or Services aotdto Purchasers shall be required The Agency name, the, Purchaser, shall be, listed as the"addifionaI insureds." The limits of liability insurance shall not be less than table above and may be increased based on the scope. complexity, and rtnkof the Solution purchased, Contractor shall provide the Purchaser with acopy of the Certificate of Insurance for all policies within fifteen (15) calendar days of Technology Solution Contract execution. The Certificate must include the affected Technology Solution Contract reference number. a. General requirements Contractor shall, at its own expense, obtain and keep in force insurance coverage as follows until expiration of the Master Contract and/or Technology Solution Contract. Upon request, Contractor shall furnish evidence in the form cf insurance policies and endorsements satisfactory boDES and/or Purchaser that insurance, in the following kinds and minimum amounts, have been secured. Failure to provide proof of insurance, as requined, may nauuvt in Master Contract and/or Technology Solution Contract cancellation. Contractor shall include all Subcontractors as insureds under aH required insurance policies, or shall furnish separate Certificates of Insurance and endorsements for each Subcontractor. Subcontractor(s) must comply fully with a8 insurance requirements stated herein. Failure cf Subcontnamtor(s) tn comply with insurance requirements does not limit Contractor's liability orresponsibility. b. Specific requirements Master 07814-001 Enterprise Content Management Employers Liability (Stop Gap): Contractor will at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, ato±utoo, and regulations to the full extent applicable and will maintain Employers LiebWity insurance with o limit nfnm less than $1.000.008.GO. DES and/or Purchaser will not be heId responsible in any way for claims filed by the Contractor mrtheir employees for Services performed under the terms of this Master Contract and/or Technology Solution Contract. Commercial General Liability Insuranc& Contractor shall at all times during the term ofthis Contract, carry and maintain commercial general liability insurance and if necessary, commercial umbrella insurance for bodily injury and property damage arising out of Services provided under this Contract. This insurance shall cover such claims as may be caused by any act, omission, or negligence of Contractor or its officers, agents, representatives, assigns, or servants. The insurance shall also cover bodily injury, including diuease, illness and death, and property damage arising out of the Contractor's premises/operations, independent contractors working under subcontract with Contracbzr, products/uonmp|eb*d openydonu, personal injury and advertising injury, and contractual liability (including the tort |iabihty of another assumed in a business contract), and contain separation of insured's (cross liability) conditions P,rofessional Liability Technology Errors and Omissions (including Cyber Liabflity): This insurance shall provide coverage for professional Services delivery and include protections for oyberliability, c. Business Auto Policy Automobile liability �naunamma shall be required if professional Services defivered pursuant to a Technology Solution Contract involve the use of vehicles, or the transportation of clients. The coverage provided shall protect against claims for bodily injury. inu�udim0 illness, disease, and death, and property damage caused by an occurrence arising out of or in consequence of the performance of this service by the Contractor, Subcontractor, or anyone employed by either, Contractor shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a combined single limit not less than $1,000,000 per occurrence. The business auto liability shall include Hired and Non-Owned coverage. cll. Additional insurance provisions All above insurance policies shall include, but not be limited to, the following provisions� Add itio nal-insu reds. The"Department cfEnterprise Services" and all authorized Purchasers shall be named as an additional �mauredm/ith appropriate coverages on all general liability, professional liability umbrella, and excess insurance policies moapplicable. For insurers subject to RCW 48.18 (admitted and regulated by the Washington State Insurance Commissioner) avvritten notice ahoU he given tm the director ofpurchasing or designee thirty (3,0) calendar days prior to cancellation or any material change to the poUuy(iem) as it relates\mthis Master Contract and/or Technology Solution Contract. Master Contract 07814-001 Enterprise Content Management e. Surplus Lines For insurers subject to RCW 48.15 (Surplus Lines) a written notice shall be given to the director of purchasing or designee twenty (20)calendar days prior to cancellation or any material change to the policy(ies) as it relates to this Master Contract and/or Technology Solution Contract Written notice shall include the affected contract reference number(s). C Cancellation for non-payment of premium: If cancellation on any policy is due to non-payment of premium, a written notice shall be provided to the, Master Contract Administrator or designee ten (10)calendar days prior to cancellation. Written notice shall include the affected contract reference number(s). g. Identification: Policies and/or certificates of insurance shall include the affected contract reference number(s), h. Insurance carrier rating The insurance required above shall be issued by an insurance company authorized to do business within the State of Washington. Insurance is to be placed with a carrier that has a rating of A- Class VII or better in the most recently published' edition of Best's Reports. Any exception must be reviewed and approved by the Risk Manager for the State of Washington, by submitting a copy of the contract and evidence of insurance before Master Contract and/or Technology Solution Contract commencement, If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with RCW 4&15 and 284-15 WAC i. Excess coverage The limits of all insurance required to be provided by the Contractor shall be no less than the minimum amounts specified. By requiring insurance herein, DES, and/or Purchaser do not represent that coverage and limits will be adequate to protect Contractor. Such coverage and limits shall not limit Contractor's liability under the indemnities and' reimbursement granted to DES and/or Purchaser under this Master Contract, j. Limit adjustments The insurance coverage requirements as set forth in this Master Contract are minimum insurance requirements. Purchaser reserves the right to request an increase to the above stated policy limits based on the scope, complexity, and risk of each purchased solution, Upon mutual agreement between Purchaser and Contractor in the Technology Solution Contract, Contractor may pass the cost of additional insurance requirements to Purchaser as set forth in the Adjustment for Additional Insurance Coverage section, Any changes shall be negotiated at the time of purchase. k. Industrial Insurance Coverage The Contractor shall comply with the provisions of RCW 51, Industrial Insurance, If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, DES may terminate this Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from the Contractor. Wasiinqwvl Stwe Devartment of Enterprise Services 29 of 40 Master Contract 07814-001 Enterprise Content Management 10.8 Nondiscrimination During the performance of this Master Contract, the Contractor shall comply with all applicable federal and state nondiscrimination laws, regu!lations,and policies, including, but not limited to, Title VII of the Civil Rights Act, 42 U.S.C. section 12101 et. seq,; the Americans,with Disabilities Act (ADA); and, Chapter 49.60 RCW, Discrimination —Human Rights Commission. 10.9 Waiver Failure or delay of any party to insist upon the strict performance of any term or condition of the Master Contract or to exercise any right or remedy provided in the Master Contract or by law; or a party's acceptance of or payment for materials, supplies, Services and/or equipment, will not release the party from any responsibilities or obligations imposed by this Master Contract or by law, and will not be deemed a waiver of any right of the party Purchaser to insist upon the strict performance of the entire agreement by the other party. If either party claims a breach of Master Contract and/or Technology Solution Contract against the other party, no provision of this Master Contract shall be construed, expressly or by implication, as a waiver by the party bringing the claim against the other party of any existing or future right and/or remedy available by law. 10.10 Treatment of Assets Any tangible Purchaser property furnished to Contractor shall, unless otherwise provided herein or approved by Purchaser, be used only for the performance of this Master Contract or any work. All reference to Contractor under this section shall also include Contractor's employees, agents, or Subcontractors, 10.11 Patent and Copyright Indemnification 10,11.1 Contractor, at its expense, shall defend, indemnify, and save DES and/or Purchaser harmless from and against any Service or Product that infringes any valid patent, copyright, trade secret or trade mark asserted by third party actions, suits or proceedings brought against DES and/or Purchaser(each, a "Claim") to the extent it is, based on claim that the Services or Product, used in accordance with the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, or trademark of a third party (other than DES Customers)worldwide. Contractor's indemnification obligations apply only if Purchaser.. a) Promptly notifies Contractor in writing of the claim, but Purchaser's failure to provide timely notice shall only relieve Contractor from its indemnification obligations (i) if and to the extent such late notice prejudiced the defense or resulted in increased expense or Toss to Contractor, or (h) upon obtaining knowledge of infringement Purchaser delays by more than thirty (30) days giving written notice to Contractor of the claim-, and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Contractor sole control of the defense and all rebated settlement negotiations, 10,112 If such claim has occurred, or in Contractor's opinion is likely to occur, Purchaser agrees to permit Contractor, at its option and expense either to procure for Purchaser the right to continue using the Services or Product or to replace or modify the same so that they become non-infringing and functionally equivalent. If use,of the Services or Product is enjoined by a court and Contractor determines that none of these alternatives is reasonably available, Contractor may terminate the stoke;Department of (PlEnterprise Services 30of4O Master Contract 07814-001 Enterprise Content Management Contract and/or any applicable Order or SOW and refund to Purchaser any prepaid, unused fees paid to Contractor for the affected Services or Product. 10.11.3 Contractor has no liability for any claim of infringement if, and to the extent that, the claim arises from: a) DES and/or Purchaser's Data or DES Applications-, b) DES and/or Purchaser's breach of this Contract; C) Contractor's compliance with, any designs, specifications or instructions of DES and/or Purchaser-, d) Use of the Services or Product in a way, not specified by Contractor; e) Modification of the Services or Product by DES, Purchaser or a third party without the prior knowledge and written approval of Contractor„ The combination of the Services or Products with other products, services, equipment, devices, software, systems or data not supplied by Contractor to the extent such Claim is caused by such combination, g) Use by DES and/or Purchaser after notice by Contractor to discontinue use of all or a portion of the Services or Products-, h) Any use of any software made available by Contractor, that is the subject of an open source license; or i) Any use by DES and/or Purchaser of any third-party services or software unless the claim arose against Contractor's Services or Products independently of any of these specified actions. 10.1 1A DES and/or Purchaser will, at DES' and/or Purchaser's expense, defend and/or settle any claim, suet or proceeding brought by a third-party against Contractor or Contractor's officers, directors, employees, agents and Affiliates and arising out of or related to DES and/or Purchaser's Data, DES and/or Purchaser's Applications, content, or other material breaches of the Master Contract or a Technology Solution Contract or SOW. In addition, DES and/or Purchaser will pay any judgment awarded against Contractor or any settle amount agreed to by DES and/or Purchaser. 10.11.5 The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party's prior written consent of the set-Hement. 10.11.6, If Contractor is only partially responsible for, or the cause of, a Claim, Contractor's obligation to indemnify and defend Purchaser will be based on principles of comparative equitable indemnification. Therefore, the loss will be equitably apportioned to Contractor based on Contractor's proportionate share of responsibifity for the total loss suffered by the Injured party, 10.11.7 The foregoing remedies are the exclusive remedies for any indemnification claim. WWashington State Department of Enterprise Services 31 of 40 Master Contract orm+nn` Enterprise Content Management 11 DISPUTES AND REMEDIES 11.1 Problem Resolution and Disputes Problems arising out of the performance of this Master Contract shall bo resolved inotimely manner atthe lowest possible level with authority to resolve such problem. If problem persists and cannot be nyao|ved, it may be escalated within each organization, |f any dispute arises between DES or Purchaser and Contractor concerning the Master Contract, a Technology Solution Contract or an SOW that is not resolved by the parties by negotiations between their respective representatives, either party may initiate the dispute resolution procedure provided below The initiating party shall reduce its description of the dispute towriting and deliver ittmthe responding party, The responding party oha0 respond in writing within five (5) business days, without waiving the right to furnish subsequent responses to initiating party during the course of the dispute resolution. The initiating party shall have five (5) business days to review the Response. Thereafter, the parties shall have five (5) business days to negotiate in good faith to resolve the dispute. If the dispute is not reso�vecl within sixteen (16) business days after the initiating party delivers written notice to the responcl�ng party of the dispute, either party may elect to resolve the dispute, and all other claims and controversies arising out oforre|afing to this Master Contract, e Technology Solution Contract or an SOW, or the breech, terninadon, enfonoement, interpretation or val6ty of any of them, including the determination of the scope or applicability of this agreement to arbitrate, by binding arbitration in Seattle, Washington before one arbitrator. The arbitnationwRU be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arb&ation from a court of appropriate jurisdiction. Following an e�ction by a party to arb&ate, but before commencement of the arbitration puoceeding, both parties agree ho exercise good faith to settle disputes during e pre-arbitration mediation before e JAMS mediator orother neutral agreeable to the parties. DES, Purchaser and Contractor agree that, the existence of a dispute notwithstand�ngr they will continue without delay to carry out all their respective responsibilities under this Master Contract that are not affected by the dispute. If the subject of the dispute is the amount due and payable by Purchaser for Services being provided by Contractor, Contractor shall continue providing Services pending resolution of the dispute provided Purchaser pays Contractor the amount Purchaser, im good faith, believes isdue and payable, and places in escrow the difference between such amount and the amount ConLraotor, in good faith, believes is due and payabIe. Notwithstanding the foregoing, Purchaser may not withhold from Contractor more than 10% of the total contract price of the Services component of a Technology Solution Contract or SOW unless an arbitrator first authorizes that such greater amount be withheld pending resolution of the dispute. If the parties engage in arbitration, mediation or any other alternative dispute resolution to resolve a dispute in lieu of litigation, both sides shall share equally in the cost of the alternative dispute resolution method, including cost cf mediator mr arbitrator. In additiun, each party shall be responsible for its own attorneys' fees incurred as a namu|t of the alternative dispute resolution method. Master Contract 07814-001 Enterprise Content Management ----------.......... ....... 11.2 Force Majeure The term 'force majeure" means an occurrence that causes a delay that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure eure shall include acts of God, war, terrorism, riots, strikes, fire, floods, earthquakes, natural disasters, epidemics, or other similar occurrences. Exceptions: Except for payment of sums due, neither party shall be liable to the other or deemed in breach under this Master Contract if, and to the extent that, such party's performance of this Master Contract is prevented by reason of force majeure, Notification. If either party is delayed by force majeure, said party shall provide written notification within two business days following the event. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shall likewise be provided. So far as consistent with the Rights Reserved below, the time of completion shall be extended by Amendment for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this Master Contract. Rights Reserved: DES reserves the right to authorize an Amendment to this Master Contract, terminate this Master Contract, and/or purchase Products and/or Services from the best available source during the time of force majeure, and neither party will have recourse against the other for non-performance caused by a force majeure, 11.3 Non-Exclusive Remedies The remedies provided for in this Master Contract shall not be exclusive but are in addition to all other remedies available under law, 11.4 Liquidated Damages Contractor and Purchaser may negotiate the right, if any, to Liquidated Damages in a Technology Solution Contract. 11.5 Limitation of Liability 11.5.1 CAP ON DAMAGES EXCEPT AS SET FORTH IN SECTION 11.5,.2 BELOW. A. WITH RESPECT TO CONTRACTOR'S LIABILITY TO DES AND/OR PURCHASER, CONTRACTOR'S CUMULATIVE LIABITY FOR ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE MASTER CONTRACT OR A TECHNOLOGY SOLUTION CONTRACT WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED TWO (2)TIMES OF THE FEES ACTUALLY PAID TO CONTRACTOR WITHIN THE THREE-YEAR PERIOD IMMEDIATELY PRECEEDING THE CLAIM UNDER THE PARTICULAR TECHNOLOGY SOLUTION CONTRACT (INCLUDING ALL AMENDMENTS, PROJECT AGREEMENTS, STATEMENTS OF WORK,AND SUPPLEMENTS), WHICH IS THE SUBJECT OF THE LIABILITY CLAIM AGAINST CONTRACTOR; AND, B. WITH RESPECT TO PURCHASER'S LIABILITY TO CONTRACTOR, PURCHASER SHALL BE LIABLE TO CONTRACTOR FOR ONLY UNPAID INVOICES WHICH ARE PART OF UNSETTLED DISPUTE(S) FOR SERVICES AND EXPENSES AND FEES (INCLUDING ANY INVOICES LATER DETERMINED TO BE OWED UNDER THE TERMS OF APPLICABLE CONTRACTS) AND INTEREST AT ONE Washinqton State Departmont of 33 of 40 PEnterprise Services Master Contract 07814-001 Enterprise Content Management PERCENT(11%) PER MONTH AND FOR COURT ORDERED OR JAMS SETTLEMENT(S) FROM BREACH OF Ci, NTRACT. 11.5.2 EXCLUSIONS FROM LIMITATION OF LIABILITY The foregoing limitations shall not apply to, (a) liability for infringement of a third party's intellectual property rights-, (b) claims regarding personal injury or damage to tangible property; or(c)claims arising from gross negligence or from willful or intentional misconduct. Notwithstanding any other provision of this Master Contract, Contractor, Purchaser, and DES shall not be liable under any circumstances for(a) exemplary or punitive damages-, or(b) special or consequential damages. Contractor and Purchaser shall not be liable for personal injury to another party or damage to another party's property except for personal injury or damage to property proximately caused by such party's respective fault or negligence. 11.6 Federal Funding In the event that federally funded acquisitions result from this Master Contract, Contractor may be required to provide additional information (free of charge) at the request of DES and/or Purchaser and addittonal restrictions may apply. 111 Federal Restrictions on Lobbying Contractor certifies that under the requirements of Lobbying Disclosure Act, 2 U.S.C., Section 1601 et seq., no Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 11.8 Debarment and Suspension Contractor certifies, that neither it nor its,"principals" (as defined in RCW 39,26.010 (9) or other state statute, regulation or policy), is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal or State department or Agency. Contractor acknowledges that it will notify DES' Master Contract Administrator of new or pending debarment procedures against Contractor that may render it unable to perform any Services or provide any Software required by this Master Contract, a Technology Solution Contract, or an sow. 11.9 Failure to Perform If Contractor fails to perform any substantial obligation under this Master Contract or any Technology Solution Contract, DES and/or Purchaser, as applicable, may give Contractor written notice of such failure to perform. If after thirty (30) calendar days from the date of the written notice Contractor still has not performed, then DES and/or Purchaser may withhold all monies due and payable,to Contractor for such products and Services subject to notice of failure, without penalty to Washington State Depanmwt of Enterprise Services 34 of 40 Master Contract 07814-001 Enterprise Content Management DES and/or Purchaser(other than any applicable statutory interest charges for late payment), until such failure to perform is cured or otherwise resolved. 12 CONTRACT TERMINATION 12.1 Material Breach Contractor may be terminated for cause by DES for failing to perform a contractual requirement or for a material breach of any term or condition that is not cured timely. Material breach of a term or condition of the Master Contract may include but is not limited to: 1. Contractor's failure to substantially deliver Services or Product(s) by the date required or by an alternate date as mutually agreed in a written contract, SOW or other writing signed by the pa ties, provided that such failure does not result from a force majeure or from actions of Purchaser 2. Contractor's failure to substantially honor any warranty or substantially fails to perform or comply with any mandatory provision of the Master Contract within the time to cure set by the Master Contract, a Technology Solution Contract, an SOW, or other writing signed by the parties;, 3. Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder-, 4. Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors that endangers the Contractor's proper performance hereunder; 5 Appointment of any receiver, trustee, or similar official for Contractor or any of the Contractor's property and such appointment endangers the Contractor's proper performance hereunder, 6. A determination that the Contractor is in violation of federal, state, or local laws or regulations and that such determination renders the Contractor unable to perform any aspect of the Master Contract. 12.2 Opportunity to Cure If Contractor materially breaches the Master Contract or a Technology Solution Contract or SOW, the Master Contract Administrator or Purchaser may issue a written notice of breach to the Contractor. Contractor will have ten (10) business days to dispute the notice of breach as set forth in the Disputes and Remedies section or, alternatively, provide a plan to cure the breach. If Contractor cannot cure the breach within thirty (30) days of notice of the breach, Contractor agrees to provide a temporary fix or workaround reasonably satisfactory to DES and Purchaser, and Contractor further agrees to provide a permanent remedy within ninety (90) days of notice of the breach, The Master Contract Administrator reserves the right to suspend, in part or in whole, the Master Contract or a Technology Solution Contract, withhold further payments, or prohibit the Contractor from incurring additional obligations pending corrective action by the Contractor: (a) if Contractor admits the breach and does not agree to take corrective action reasonably acceptable to DES; or(b) it is determined during Dispute Resolution that the Contractor is in breach. If Contractor disputes the breach, DES will refrain from taking any punitive action against Contractor pending decision by the arbitrator that gives DES the right to exercise remedies for breach, which may include the right to terminate the Master Contract and/or withhold payment. Tome allowed for VWasqiinqton SUto D-uportmert of Enterprise Services 35of4O Master Contract 07814-001 Enterprise Content Management cure shall not diminish or eliminate Contractor's, liability for breach, or otherwise affect any other remedies available against Contractor under the Master Contract or by law If the breach remains after Contractor has been provided the opportunity to cure, DES may: (1) exercise any remedy provided by few or by the Master Contract and/or the Technology Solution Contract-, (2) terminate this Master Contract and any related Technology Solution Contract(s)and SOW(s) or portions thereof; or(3) procure replacements subject to the Limitations of Liability of Contractor as set forth in this Master Contract. 12.3 Termination for Default If any party breaches any material obligation, term or condition of this Master Contract, a Technology Solution Contract, or SOW, the aggrieved party shaH give the other party written notice of such failure or violation, and the failure or violation shall be corrected within thirty (30) calendar days or as otherwise agreed in writing. If Contractor cannot reasonably effect a permanent correction of the violation within 30 days of notice, Contractor must, within such 30-day notice period, propose a temporary correction or workaround and then use its best effects to effect a permanent correction of the violation within 90 days of Purchaser's notice. If Contractor does not effect a permanent correction of the violation within the 90-day notice period, Purchaser may then either agree in writing to extend Contractor's time to correct the violation or proceed to exercise Purchaser's remedies under this Master Contract, In the event of termination, DES shall have the right to procure,subject to the Limitations of Liability of Contractor as set forth in this Master Contract, for all Purchasers any replacement Products and/or Services that are the subject of this Master Contract on the open market. In the event of termination for cause, Contractor shall be liable for damages as authorized by law and as specified in this Master Contract and/or in a Technology Solution Contract, If the failure to perform is outside the defaulting party's control, fault, or negligence, the termination shall be deemed to be a Termination for Convenience, 12'.4 Termination for Convenience When, at the sole discretion of DES, it is in the best interest of DES, DES may terminate this Master Contract, in whole,or in part, or a Technology Solution Contract, upon thirty (30) calendar days written notice to Contractor. For fixed fee Services, Purchaser will be liable for(a) milestones completed and, if applicable, accepted,- and, (b)for any then in-progress milestone(s) or Services. The parties shall negotiate in good faith an agreement as to the percent complete and the associated fees for then in-progress milestone(s) or Services prior to the effective date of termination. Except for cases of Termination for Convenience in lieu of a default by Contractor, the parties may take into account the cost of shutting down the project which shall be negotiated in good faith. 12.5 Termination for Withdrawal of Authority In the event that DES' or Purchaser's authority to perform any of their duties is withdrawn, reduced, or limited in any way after the commencement of this Master Contract or any Technology Solution Contract and prior to normal completion, DES may terminate this Master Contract, or Purchaser may terminate the Technology Solution Contract, by seven (7) calendar days written notice to ............ Washington StotL DLpartmentof Enterprise Services 36 of 40 maolerc"ntrac 0781*o0 Contractor. No penalty shall accrue to DES and/or Purchaser in the event u`�m section shall be exercised, This section shall not be construed to permit DES to terminate this Master Contract, or Purchaser to terminate any Technology Solution ControcL, in order to acquire similar Services from athird party. DES and/or Purchaser will remain liable for all amounts due Contractor as stated in seotimm124, 12.6 Termination for Nom-4ppropri�at|mnsfFunds If funds are not appropriated to Purchaser to continue any Technology Solution Contract, in any future period, Purchaser may terminate any Technology Solution Contract by thirty (30) calendar days written notice to Contractor or work with Contractor to arrive at a mutual ly-acceptable resolution of the situation. Purchaser will not be obligated to pay any further charges for Services including the net remainder of agreed to consecutive periodic payments remalning unpaid beyond the end of the then-current period(s), Purchaser agrees to notify Contractor in writing of such non- appropriation at the earliest poss�ble time. No penalty shall accrue to Purchaser in the event this section shall beexercised. This section shall not be construed to permit Purchaser Lo terminate any Technology Solution Contract in order to acquire similar Services from athind party. DES and/or Purchaser will remain liable for all amounts due Contractor as stated in section 12.4. 12.7 Termination for Conflict mfInterest DES may terminate this Master Contract, or Purchaser may terminate any Techno�ogy Solution Contnact, by written notice to Contractor ifContractor has been found by the ethics board to he in violation ofRCVV42=52, Ethics in Public Semima, or any other laws regarding ethics in public acquisitions and procurement and performance of Contracts. In the event this Master Contract or any Technology Solution Contract is so terminated, DES or Purchaser, as applicable, shall be onUtiedto pursue the remedies at law and against Contractor. Termination of the contract under this section wiH not deprive Contractor of its entitlement to fees earned before termination. 12.8 Termination by Mutual Agreement DES and Contractor may terminate this Master Contract in whole or in part, a1 any time, by mutual agreement, 12.9 Termination Procedure Upon termination of this Master Contract orany Technology Solution Contract. DES and/or Purchaser may retain the Software licenses and Services which they have purchased and for which they have paid Contractor in fuU, including the Documentation that accompanies the Software and Semioes, in accordance with Contractor's EULA, provided however that Contractor vxi[V not be obligated to provide post-termination maintenance, support or Services without a post- termination Teohno[ogySupportContmsotorSOVV. Theeentiondtled Treatment of Assets shall apply �m such property transfer, Unless otherwise prov�cled herein, Purchaser shall pay to Contractor the agreed-upon price, if separately stated, for the Products and Services received by Purchaser, provided that in no event shall Purchaser pay to Contractor an amount greater than Contractor would have been entitled to ff this Master Contract orTeohnoIoQy Solution Contract had not been terminated Failure to agree on such determination shall be a dispute within the meaning of the section of this Master Contract Master Contract 07814-001 Enterprise Content Management In the event of termination of any Services or the Master Contract or applicable Technology Solution Contract and SOW, Contractor will not take any action to intentionally erase any Purchaser Data that it may have in its possession for a period of 90 days after the effective date of the termination. After such 90 day period, Contractor shall have no obligation unless otherwise agreed between the parties to maintain or provide any Purchaser Data and shall thereafter, unless legally prohibited, delete aH Purchaser Data in its systems or otherwise in its possession or under its control. 12.10 Post-Termination Assistance Purchaser shall be entitled to any post-termination assistance generally made available with respect to the Products and/or Services under Contractor's Laserfiche Software Assurance Plan until its expiration, unless a unique Data retrieval arrangement has been established, subject to an SOW or other agreement to,pay Contractor's standard hourly rates for Services and related out-of- pocket expenses. 13 CONTRACT EXECUTION 13.1 Entire Agreement This Master Contract and its Amendments and Exhibits, and each Technology Solution Contract and SOW, comprise the entire agreement between DES and Contractor and between each Purchaser and Contractor. No other statements or representations, written or oral, shall be deemed a part of the Master Contract. Except as provided herein, no alteration of any of the terms, conditions, delivery, price, quality, or Specifications of this Master Contract will be effective without the written consent of both parties. 13.2 Order of Precedence, Incorporated Documents, Conflict and Conformity The headings used herein are inserted for convenience only and shall not control or affect the meaning or construction of any of the sections. 13.2.1 Incorporated Documents Each of the documents listed below is, by this reference, incorporated into this Master Contract as though fully set forth herein. 1. The RFP'with all attachments and appendices, and all Amendments thereto-, and 2. Contractor's Response to the RFP. 13,2,2 Order of Precedence In the event of any inconsistency between this Master Contract and any Amendment, Exhibit, Schedule, Appendix, Technology Solution Contact, SOW, or other document, the inconsistency shall be resolved in the following order of precedence-, 1. Applicable federal and state of Washington statutes and regulations; 2. Mutually agreed written Amendments to this Master Contract 3. This Master Contract and all Exhibits thereto-, 4. The terms and conditions contained on Technology Solution Contracts including SOW(S), if applicable; *Washington State Department of Enterprise Services 38 of 40 Master Contract 07814-001 Enterprise Content Management 5. Contractor's applicable software and End-User License Agreement, Exhibit D; 6. Contractor's Laserfiche Software Assurance Plan, Exhibit E; 7. Contractor's ECM Price Schedule,Exhibit A; 8. The RFP with all attachments and all Amendments, Exhibit B; 9. Contractor's Response to the RFP,Exhibit C;and, 10. Contractor's demonstration materials submitted to DES and used to evaluate and Award this Master Contract,i.e.,"State of Washington EDMS RFI-Laserfiche Demo Workshop for State of Washington RFP No.07814-April 2015-Confidential",Exhibit F. 13.2.3 Conflict To the extent possible, the terms of this Master Contract shall be read consistently. 13.2.4 Conformity If any provision of this Master Contract violates any Federal or state of Washington statute or rule of law,the illegal or unenforceable term will be deemed severed from the Master Contract,and the Master Contract will be equitably modified to best carry out the original intentions of the parties in a manner that complies with applicable statute or rule of law. 13.3 Legal Notices Any notice or demand or other communication required or permitted to be given under this Master Contract or applicable law shall be effective only if it is in writing and signed by the applicable party, properly addressed,and delivered in person,or by a recognized courier service,or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail,return receipt requested,to the parties at the addresses provided in this section. For purposes of complying with any provision in this Master Contract or applicable law that requires a"writing,"such communication,when digitally signed with a Washington State Licensed Certificate, shall be considered to be"in writing"or"written"to an extent no less than if it were in paper form. To Contractor at: To DES at: Compulink Management Center, Inc.dba Washington State Department of Enterprise Services Laserfiche Attn:Vice President of Finance Attn: Master Contract Administrator 3545 Long Beach Blvd. If by US Postal Service If by Courier Long Beach,CA 90807 PO Box 41411 1500 Jefferson St SE Olympia,WA 98504-1411 Olympia WA 98504 Phone: 562-988-1688 Phone: 360-407-8717 Fax: 562-988-1886 E-mail: notices(cNaserfiche.com Email: mike.dombrowsky(Ddes.wa.aov Wasliingtoti State Department of Enterprise Services 39 or40 Master Contract 07814-001 Enterprise Content Management Contractor shall also send any applicable notice to Purchaser at the address listed in the Technology Solution Contract. Notices shall be effective upon receipt or five(5)Business Days after mailing,whichever is earlier. The notice address as provided herein may be changed by written notice given as provided above. 13.4 liens,Claims,and Encumbrances All materials,equipment,supplies and/or Services shall be free of all liens,claims,or encumbrances of any kind,and if DES or Purchaser.requests, a formal release of same shall be delivered to the respective requestor. 13.5 Authority to Bind The signatories to this Master Contract represent that they have the authority to bind their respective organizations to this Master Contract. 13.6 Counterparts This Master Contract may be executed in counterparts,in a single original,or duplicate originals. As applicable,each counterpart or each duplicate shall be deemed an original copy of this Master Contract signed by each party,for all purposes. In Witness Whereof,the parties hereto, having read this Master Contract in its entirety,including all attachments,do agree in each and every particular and have thus set their hands hereunto. APPROVED(DES) APPROVED(CONTRACTOR) Washington State Department of Enterprise Compuiink Management Center, Inc. dba Laserfiche Services (See the Legal Notices subsection for address) (See the Legal Notices subsection for address) ` J/ j� n re Lynn Tagami 10/20/2015 Frint or i ype mom Uwe vmt or I Pe NaMe vate DES Contracts,Procurement and Risk VP of Finance Management,Assistant Director .a Washtngtm smte Dwmnem of EMerpriSe ScrvkXs 40 of 40 Exhibit D - Laserfiche EULA LASERFICHE END USER SOFTWARE LICENSE AGREEMENT 2016.0405 v to This Laserfiche End User Software License Agreement("License Agreement") is made between Compulink Management Center, Inc., a California corporation doing business as Laserfiche,whose principal place of business is in Long Beach,California("Laserfiche"), and the party(referred to as the "Licensee")on whose server or systems the Software(as described in Section 1.A below)will be made available for use. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING,COPYING OR USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT(THE "DOCUMENTATION"), LICENSEE AGREES TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF THE PARTY ON WHOSE SERVER OR SYSTEMS THE SOFTWARE WILL BE AVAILABLE FOR USE. IF LICENSEE DOES NOT AGREE OR IS NOT AN INDIVIDUAL AUTHORIZED TO ENTER INTO LICENSE AGREEMENTS ON BEHALF OF SUCH PARTY, DO NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION WITHOUT OBTAINING THE AGREEMENT OF AN AUTHORIZED INDIVIDUAL AND, IF APPLICABLE, RETURN THE SOFTWARE AND DOCUMENTATION TO YOUR SUPPLIER FOR A FULL REFUND. RECITALS A. Laserfiche has developed and markets document imaging,enterprise content management, and related software programs, solutions and products under the brand name Laserfiche®. B. Laserfiche Software includes confidential proprietary information and trade secrets of Laserfiche,which embody substantial creative efforts and confidential information, ideas,and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Software. Laserfiche claims copyrights in the Software. C. Licensee understands that the Software is compatible only with certain types of computers and operating systems and that Licensee is responsible for assuring the compatibility between its computer systems, its software solutions, if any,and the Software. THEREFORE, in consideration of the premises and covenants contained in this License Agreement, Laserfiche and Licensee agree as follows: Terms of License Agreement 1. Grant of License. A. Description of the Software. The Software may include, without limitation express or implied,some or all of the following types of software: (a)"Server Software" that provides document management services to other programs; (b)"Client Software" that allows a computer or workstation to access or utilize the services functionality provided by the Server Software;(c) "Stand-alone Software" that operates on a single computer; (d) "Demonstration Software" that is provided only for demonstration,testing and feedback purposes; (e) "Distributed Computing Cluster Software" that allows distribution of processing work for certain Laserfiche application tasks onto other machines; and/or(f)"Plug- in Software Modules" that can be added to the previously mentioned types of software. If a separate license applies to particular Laserfiche software,such as terms that accompany a software development kit or Laserfiche software designated for"application service provider" purposes,those terms will also apply. Otherwise,this License Agreement applies to the Software installed on Licensee's systems. Laserfiche grants Licensee a limited, non-exclusive, non-transferable license to install and use the Software subject to the terms and conditions of this License Agreement and the Acquisition Agreement(described in Section l.B.i below). B. Definitions. The following definitions will apply to this Agreement: i. "Acquisition Agreement"means the applicable Laserfiche invoice, Licensee Order (defined in Section l.B.v below),or other written agreement by which Licensee acquires the License(described in Section 1.B.iv below)to the Software and which lists the specific Software products and components, including the types and numbers of Licenses, that Licensee acquires.The Acquisition Agreement may also grant additional rights to Licensee or limit the scope of the License being granted to Licensee. If a conflict or inconsistency arises between the terms of several acquisition documents,the following order of precedence will control:(1)an agreement for software,services and support that is negotiated and signed by both Laserfiche and Licensee; (2)the Laserfiche invoice;(3) Licensee's Order;and(4)any other writings that satisfy the definition of"Acquisition Agreement." ii. "Documentation"means getting started guides, user guides,quick reference guides, and other technical and operations manuals and specifications. iii. "Laserfiche Confidential Information"means all nonpublic information regarding the Software, whether disclosed by Laserfiche or others,that is designated as confidential or that,given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Laserfiche Confidential Information also includes:(a)nonpublic information relating to Laserfiche or its affiliates,technology, Software,source code,trade secrets, customers,business plans,promotional and marketing activities, finances and other business affairs; (b)third-party information that Laserfiche is obligated to keep confidential by agreement or by law;and(c)the nature,content and existence of any agreements,discussions or negotiations between Licensee and Laserfiche, software resellers or affiliates. Laserfiche Confidential Information does not include any information that:(i) is or becomes publicly available without either a breach of this Agreement or a breach of an obligation of confidentiality by someone else;(ii)can be shown by documentation to have been known by Licensee when it received it from Laserfiche;(iii)is received from a third party that lawfully acquired and disclosed it; or(iv)can be shown by documentation to have been independently developed by Licensee without reference to the Laserfiche Confidential Information. iv. "The License"defines Licensee's right to use the Software and may have a set expiration date for test,evaluation, beta,demonstration,or subscription Software, which is subject to the limitations based on the Acquisition Agreement, Product Sheet(described in Section 1.B.vi below),and any other limitations agreed upon by Laserfiche and Licensee.The balance of this License Agreement sets forth the specific rights granted to Licensee and the limitations of Licensee's use of the Software and scope of this License. V. "Licensee Order" means an order, purchase order,or similar document that is submitted to Laserfiche by Licensee or a Laserfiche authorized reseller or distributor on Licensee's behalf, which specifies the particular Software products and components that Licensee intends to acquire,and which must be accepted by Laserfiche. vi. "Product Sheet" means the Laserfiche document that specifies the limitations and restrictions of each release of the Software. C. Limitations and Requirements. i. If the Software is furnished to Licensee with materials indicating that it is "Demonstration," "Evaluation," "Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, evaluation,testing and/or feedback purposes; (B) Licensee is strictly prohibited from using the Software for any purposes other than(i)demonstration of its capabilities to prospective licensees of the Software, (ii)evaluation and testing of the Software for suitability for the period allowed with the License,or(iii)providing feedback to Laserfiche; (C)testing does not include staging content in a production environment, such as loading content before or in conjunction with production use; (D) Laserfiche makes no warranties, representations or any other claims with regard to the Software's usability, reliability, performance,or overall quality; (E) Licensee will indemnify and defend Laserfiche against any claim, suit,damages or other losses, including attorney's fees and expenses, resulting from or related to the use of the Software by Licensee; and(F) Licensee's receipt of the Software does not constitute a license to use, sell,distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for performing any service or giving any advice,analysis or feedback to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual property relating to any feedback it provides, for any purpose. Laserfiche's rights to the feedback survive the termination of this License Agreement. ii. Licensee may use the Software only for the number and types of users, until the expiration date(s), if any,described in the Acquisition Agreement, and subject to the other limitations of the License. iii. Licensee waives all liability,claims,damages and suits against Laserfiche, and all of its employees,officers,directors and contractors in any way related to the unauthorized disclosure of,or access to, information, data or documentation in the databases, account,or in any repository, whether or not due to a defect in or malfunction of the Software. Licensee acknowledges that this License Agreement contains other limitations and waivers of damages and claims, and that Licensee's waiver of liability in this section is in addition to,and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. iv. Add-ons and additional features that the Software can support,may be used only when listed in the Acquisition Agreement. V. Activation associates the use of particular software with a specific device.This procedure is to prevent unlicensed use. During activation,the Software will send information about the Software and the device to Laserfiche.This information may include the product key of the Software,the intemet protocol address of the device and information derived from the hardware configuration of the device. By downloading and using the Software, Licensee consents to the transmission of this information. vi. If the Software requires a product key or keys to install or access it, Licensee is responsible for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third parties. vii. If Licensee receives a License Manager or Laserfiche Directory Services(LFDS) program (the"License Manager")that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations, included with the License. viii. If Server Software is part of the License, Licensee may install one copy of the Server Software on a single physical or a single virtual operating system environment(the instance of the running Server Software will be referred to as the "Server"),unless the Licensee is acquiring a license to a Laserfiche Rio product. If a Laserfiche Rio product is being 1 icensed, Licensee may install up to the maximum number copies of the Server Software included with the License(referred to as "instances")to multiple physical or virtual operating system environments so long as those installations have continuous network access to a running instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single virtual operating system environment. ix. If Licensee is acquiring a license to a Laserfiche Rio or a Laserfiche Avante software product,the License may include Distributed Computing Cluster Software. Licensee may operate one cluster, unless a greater number of clusters is included with the License, and then may operate up to the specified maximum number of clusters. If the License specifies a maximum number of instances of the Distributed Computing Cluster Software, Licensee may include no more than the specified number of machines running the Distributed Computer Cluster Software(referred to as"nodes") across their clusters. A scheduler node will count as one instance. Licensee may only run those Plug-in Software Modules to the Laserfiche Distributed Computer Cluster Software included with the License. If the License includes a maximum number of instances of the Plug-in Software Module, Licensee may run the module on no more than the specified number of nodes across their clusters. X. The Server Software may only be operated with the database system(s)(Microsoft SQL Server or Oracle) listed in the Acquisition Agreement. If no database system is listed in the Acquisition Agreement, then such Server Software may only be operated with Microsoft SQL Server Express. xi. If the Acquisition Agreement includes an item labeled as "databases" (also known as repositories), the Server Software may only host the number of databases included with the License, unless Licensee is acquiring a license to a Laserfiche Rio product. If Laserfiche Rio is being licensed,each running copy of the Server Software may host up to the number of databases included with the License. xii. If the License includes Software with "named user connections," Licensee may allocate the named user connections to specific individuals or devices in its discretion. When a named user connection is allocated to a specific individual person's Laserfiche or external directory account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device, and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time.There are two principal types of named user connections: first,a named user connection capable of modifying a database governed by the Server and,second,a named user connection capable of only read-only access(referred to as a"Named Retrieval User"). A third type of named user connection is available on a limited basis, which has all of the capabilities of a Named Retrieval User connection, plus a Iimited set of additional read-write capabilities, which are included with the License. This third type of connection is referred to as"Restricted Named User"connection,and it has the additional capabilities included with the License. Only the maximum number of each type of named user connection included with the License may be allocated to individuals or devices.Named user connections may not be routinely reallocated for the purpose of reducing the number of named user connections required. xiii. If the License includes Software with "concurrent user connections," the concurrent user connections may be shared among individuals.There are two types of concurrent user connections: concurrent user connections capable of modifying a database governed by the Server(referred to as"Full User" connections)and concurrent user connections capable of only read-only access(referred to as "Retrieval" connections). Once the maximum number of read-write or read-only concurrent user connections included with the License is reached, no additional user connections of that type may be made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read-only tasks which do not require a Full User connection. "Multiplexing"occurs when Licensee utilizes hardware, software,an automated process,or other technical means (1)to pool connections, reroute information, or reduce the number of devices or users that directly access or use a Laserfiche software product;or(2)to permit access to more user connections than are authorized by the License Agreement; or(3)to automatically, routinely,or systematically reallocate named user connections for the purpose of either reducing the number of named user licenses required by Licensee, or avoiding the purchase of additional named user licenses. Hardware or software may not be used to multiplex. xiv. If the License has a maximum number of"Public Portal" connections, which are intended to allow members of the public(referred to as"Public Users")read-only access to the Server Software only using a Laserfiche application known as WebLink, once the maximum number of Public Portal connections is reached, no additional Public Portal connections may be made until some Public Portal connections are closed. If the License has a maximum number of CPU sockets that may be utilized to support Public Portal access,then Public Portal connections may be made only if the physical or virtual machine on which the Server Software is running has the allowed number of CPUs or fewer. If neither a maximum number of Public Portal connections nor a maximum number of CPUs for Public Portal access is included with the License, then no Public Portal connections may be made. If the Software is licensed with the Web Distribution Portal,all connections through WebLink will have the same security profile. xv. Licensee may not install a version of the Server Software later than the version permitted by the License. xvi. If the License is subject to an expiration date,the Software that is subject to the expiration date may not be run after that date. xvii. If the License specifies one or more languages, then the Laserfiche user interface may only be run in those specified languages. xviii. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized Laserfiche reseller or distributor, in which case Licensee will also receive a new or updated Acquisition Agreement. xix. The Software may only be used as intended,according to the capabilities made available through its various user interfaces and according to the Documentation. xx. As between Laserfiche and Licensee, Licensee will be solely responsible for customizing the Software and the databases to restrict access only to particular individuals who are permitted users of the Software and the databases. Licensee may delegate responsibilities relating to customization to a third-party such as an authorized Laserfiche reseller; however, Licensee remains ultimately liable for complying with this License Agreement and the Acquisition Agreement. xxi. If the License includes the Standard Forms feature, then the forms features of Laserfiche may be used by Named Full Users. If the License includes the Forms Portal feature, then Public Users may submit forms that initiate a forms business process, but Public Users may not participate in subsequent steps in the forms business processes, or create or configure forms or forms business processes,or otherwise use the forms features of Laserfiche.Named Retrieval Users and Restricted Named Users are defined as Public Users for this purpose. If the License includes the Forms Portal and Authenticated Participants, then users designated as Authenticated Participants may submit forms after authentication and may participate in forms business processes at steps after the initial submission. However, Authenticated Participants may not create or configure forms or forms business processes or otherwise use the forms features of Laserfiche. xxii. If Licensee is acquiring a license to a Laserfiche Rio or a Laserfiche Avante Software product,the License may include Laserfiche Discussions Software if it is listed in the Acquisition Agreement. Licensee may operate the number of instances of the Laserfiche Discussions web application included with the License on the same number of physical or virtual operating system environments. If the software product is Laserfiche Rio,those Laserfiche Discussions installations must have continuous network access to a running instance of the included License Manager program. Named Full Users and Retrieval Named Users may log in and contribute content to the Laserfiche Discussions web site. Other site visitors, including Public Users, may read content on the Laserfiche Discussions web site, but they may not log in and contribute new content unless authorized under the License. If the License permits,the employees and contractors of Licensee,who are contractually obligated to use the Software solely in the course of Licensee's business and strictly in accordance with this License Agreement, may log in and contribute content, but only if they are listed in the section of the LDAP directory configured within Laserfiche Discussions or listed in the LFDS directory configured within Laserfiche Discussions. xxiii. The Business Process Library includes templates for using Laserfiche Software to run business processes within an organization. Accessing the Business Process Library feature requires an Internet connection. During retrieval of components of the Business Process Library,certain information is sent to Laserfiche, which may include customer ID, anonymous user ID, and Internet protocol address of the workstation making the request. By using the Business Process Library feature, Licensee consents to the transmission of this information to Laserfiche. 2. Ownershio of Software. The Software is licensed and is not sold. Laserfiche retains all rights to ownership of, and title to,the Software and Documentation(including all adaptations,copies and derivative works). Licensee is acquiring the license under the terms described in this License Agreement, and Licensee acquires no other rights. 3. Protection of Software. During the term of this License Agreement and for seven years following termination of this License Agreement, and for such additional period that the Software contains, embodies or consists of Laserfiche Confidential Information or trade secrets, Licensee agrees that it will not directly or indirectly, alone or in conjunction with any other person or company, (a)attempt to write or develop software in an effort to discover,copy or recreate the source code or any trade secrets contained or embodied in the source code;or(b)utilize the Software, Documentation,or Laserfiche Confidential Information, trade secrets, know how, ideas, plans,designs,specifications, coding, programming, processes, production techniques,technology,and methodology incorporated in the Software or Documentation,either directly or indirectly, to sell, market,develop or distribute any software product that competes with the Software;or(c) utilize the Software, Documentation, or Laserfiche Confidential Information, directly or indirectly, to assist,advise or consult with any other person or company in selling, marketing, developing or distributing any software product that competes with the Software; or(d) publish the Software for others to copy or use; or(e) utilize the Software, Documentation,or Laserfiche Confidential Information, directly or indirectly,to convert, or to assist, advise or consult with any other person or company to convert, any end user of the Software to a software product that competes with the Software; or(f)seek to discover or use Laserfiche's trade secrets or Laserfiche Confidential Information by reverse engineering, decompiling,disassembling,copying or any other technique. Licensee must not remove any product identification,copyright legend or other notices from the Software or Documentation,or directly or indirectly attempt to challenge the validity of the copyrights,trademarks,and trade secrets in the Software claimed by Laserfiche or third parties identified in the Software or Documentation. The Software source code and the trade secrets therein are not licensed to Licensee,and all modifications of,additions to, or deletions from the source code are strictly prohibited. Licensee must obtain Laserfiche's prior written approval to disclose to a third party the results of any benchmark test of the Software. 4. Other Restrictions on Use. Unless a separate license expressly authorizes a particular application or use of the Software,such as for"application service provider" or for"Forms Portal users and Forms Authenticated Participants,"all users of the Software must be employees, officers, directors, shareholders, owners or independent contractors of Licensee, who are only permitted to use the Software exclusively in the course of Licensee's business and strictly in accordance with this License Agreement. All other uses of the Software are strictly prohibited, including,without limitation,(a) use in the business of an application service provider,commercial software hosting business or a scanning bureau,and(b) transferring,copying or other dissemination of the Software outside of the legal person that constitutes Licensee. Licensee must not rent, lease, lend,sublicense,distribute,transfer,copy, reproduce, display, or timeshare with any other person the Software or Documentation or any right granted by this License.The restrictions in this paragraph do not apply to read-only access by public users who utilize an authorized read-only Public Portal connection. 5. Term and Termination. This License Agreement will commence and terminate as follows: A. The term of this License Agreement will commence upon Licensee's acceptance of this License Agreement and continue until terminated as provided in this License Agreement,provided that test, beta, evaluation,demonstration or similar temporary Software will have their own expiration dates. In addition, if the Acquisition Agreement contains an express expiration date applicable to particular Software, Licensee will have no further right or license to use such Software after the expiration date. Laserfiche may terminate this License Agreement for cause immediately following a breach of this License Agreement. Laserfiche may also terminate this License Agreement if Licensee violates, infringes or compromises any trademark, copyright, patent or trade secret of Laserfiche or any third party identified in the Software or Documentation,or interferes with any relationship between Laserfiche and any of its other licensees, End Users, or authorized resellers of the Software, or materially breaches its obligation to pay for the Software. B. Upon termination of this License Agreement, Licensee must immediately cease all use of the Software and the Documentation and return to Laserfiche or destroy all versions and copies of the Software and the Documentation. Licensee must remove and uninstall all such programs and materials from all hard drives and other devices on which the Software or the Documentation may be found. C. The termination of this License Agreement will not terminate Licensee's obligations under this License Agreement, nor will it release Licensee from the obligation to pay any monies that it may owe Laserfiche or operate to discharge any liability that Licensee incurs before termination or waive any obligation which is intended to survive termination. 6. LIMITED WARRANTY; DISCLAIMER. THE SOFTWARE IS WARRANTED TO THE ORIGINAL LICENSEE AGAINST MATERIAL DEFECTS FOR A PERIOD OF THREE(3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT(A)THE SOFTWARE OR ANY LASERFICHE PROFESSIONAL SERVICES ("SERVICES")OR LASERFICHE SUPPORT WILL SATISFY LICENSEE'S REQUIREMENTS; OR (B)THAT THE SOFTWARE, PERFORMANCE OF SERVICES AND DELIVERY OF SUPPORT WILL BE WITHOUT DEFECT OR ERROR; OR(C)THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION. NO RESELLER, DISTRIBUTOR OR OTHER THIRD PARTY MAY MODIFY, SUPPLEMENT OR CHANGE THIS WARRANTY, AND ANY SUCH MODIFICATIONS, SUPPLEMENTS OR CHANGES WILL BE WITHOUT ANY LEGAL FORCE OR EFFECT. 7. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WILL LASERFICHE OR ITS SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS,CONSULTANTS, OR SUPPLIERS (COLLECTIVELY, "REPRESENTATIVES") BE LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS; LOSSES FROM BUSINESS INTERRUPTION; LOSS OF BUSINESS REVENUES, INFORMATION OR DATA; COSTS OF RECREATING LOST INFORMATION OR DATA; OR COSTS OF SUBSTITUTE SOFTWARE, SERVICES, OR SUPPORT; OR ANY OTHER PECUNIARY LOSS WHATSOEVER), REGARDLESS OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. 8. ADDITIONAL LIMITATIONS ON DAMAGES. ANY AND ALL DAMAGES SUFFERED BY LICENSEE OR ANYONE ELSE FOR WHICH LASERFICHE OR ITS REPRESENTATIVES ARE LIABLE, WHETHER RELATING TO THE SOFTWARE, SERVICES,OR SUPPORT, WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT,OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE STRICTLY LIMITED TO THE ACTUAL DOLLAR AMOUNT"THAT LICENSEE ACTUALLY PAID FOR THE DEFECTIVE SOFTWARE COMPONENT, SERVICES OR SUPPORT WITHIN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT LASERFICHE RECEIVES NOTICE OF AN EXISTING OR POTENTIAL CLAIM OR SUIT AGAINST IT. NO CLAIM OR SUIT MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, MORE THAN ONE YEAR AFTER LICENSEE FIRST DISCOVERED OR SHOULD HAVE DISCOVERED ANY OF THE FACTS THAT GAVE RISE TO THE CLAIM OR SUIT. THIS LIMITATION APPLIES EVEN IF THE DAMAGES AVAILABLE TO LICENSEE OR ANY OTHER CLAIMANT DO NOT FULLY COMPENSATE THEM FOR ANY OR ALL OF THEIR LOSSES OR LASERFICHE WAS ADVISED, KNEW OR SHOULD HAVE KNOWN, ABOUT THE POSSIBILITY OF DAMAGES OR A CLAIM. 9. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States and other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation like any other copyrighted material except Licensee may install the Software and the Documentation as expressly authorized by this License Agreement. Licensee may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect and the copy includes all trademark and copyright notices set forth on the Documentation, and the use of such copy does not violate or breach any other term or provision of this License Agreement. 10. No Waiver. No failure by Laserfiche to exercise or delay in exercising any right, power, or privilege under this License Agreement will operate as a waiver of any right, power, or privilege under this License Agreement. No single or partial exercise by Laserfiche of any right,power,or privilege under this License Agreement will preclude further exercise of any such right, power or privilege. 11. Severability. If any provision of this License Agreement is adjudicated or held to be invalid or unenforceable by a court or arbitration panel, it will be interpreted to effect the intent of the original portion. If such construction is not possible,the invalid or unenforceable provision will be severed from this License Agreement and will be deemed to have never been a part of this License Agreement. Severance of any invalid or unenforceable provision will not affect the validity or enforceability of the remainder of this License Agreement. 12. Governing Law. This License Agreement is deemed to have been made in, and will be construed pursuant to the laws of,the State of California,as if all parties were residents of California and this License Agreement was to be wholly performed within the State of California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 13.Jurisdiction: Venue; Arbitration. Each party consents to the personal jurisdiction of the California Superior Court and the United States District Court for the Central District of California. Each party agrees to arbitrate any and all disputes in any way related to this License Agreement by final and binding arbitration in accordance with JAMS Arbitration Rules in effect at the time of the arbitration. The arbitrator's authority will be no greater than that which is available under the statutory or common law theory asserted.The arbitration will be heard by one arbitrator at JAMS offices in Los Angeles, California. Licensee further waives the right to bring a class action against Laserfiche, or to serve as a representative of a class in a class action against Laserfiche,whether in arbitration or in court. All judicial actions and proceedings will be conducted only in,and each party consents to exclusive venue in, Los Angeles County, California. This paragraph does not apply to any agency or official body of the United States of America or any foreign government, or to their respective state, regional and local government bodies and subdivisions if, and to the extent that, it is unenforceable under applicable law. 14. Entire Agreement. This License Agreement is the complete and exclusive statement of the mutual understanding of the parties concerning its subject matter, and it supersedes all previous written and oral agreements, representations, warranties,statements, advertising and marketing materials, and other communications relating to the subject matter of this License Agreement.No course of performance, course of dealing,or usage of trade will override the written terms of this License Agreement. 15. Modifications to the License Agreement. If Licensee installs a new version of the Software, or any update, modification, or upgrade of the Software, the Laserfiche License Agreement applicable to the new updated,modified or upgraded version of the Software will modify this License Agreement upon such installation, if or to the extent that the new Laserfiche License Agreement is different than this License Agreement. A revised version of the License Agreement will be available at www.laserfiche.com/eula/home. By continuing to use the Software after the effective date of any modifications to this License Agreement, Licensee agrees to be bound by the modified terms. 16. Limitation on Actions. Any suit, claim, action or proceeding based on or related to this License Agreement, its terms, provisions or warranties,or arising out of its performance or breach, whether in contract or tort, must be instituted by Licensee against Laserfiche or its Representatives within one year after the occurrence of any one or more of the acts, omissions, facts,conduct, events, claims or allegations upon which the action, proceeding or claim is based. Licensee waives the benefit of any statute of limitations which specifies a period longer than one year for filing an action or proceeding. 17. U.S. Government Restricted Rights Notice. This Software is provided with restricted rights. Use, duplication or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set forth, as applicable: (i) in subparagraphs(a)through(d)of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19;(ii)in subparagraph(c)(1)(ii)of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013;or(iii)in similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user must not remove or deface any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with the Software. The contractor/manufacturer is Compulink Management Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807,a California corporation dba Laserfiche. 18. Export Restrictions. Licensee acknowledges that the Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Export Administration Regulation. Licensee must comply with all applicable federal, state, county, and local laws, ordinances, regulations,and codes including, but not limited to,the procurement of required permits,certificates,approvals, and inspections in Licensee's performance of this Agreement. In addition, Licensee must comply with applicable international export laws and regulations. Licensee represents, warrants and certifies that Licensee will (i)comply strictly with all legal requirements,(ii)cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and(iii)not export, re-export,divert,transfer, or disclose,directly or indirectly,any Software or related technical information,document, or material or direct products to any country restricted by applicable export laws or regulations,as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Department and any other required governmental authority. 19. Captions. The captions used on this License Agreement are for convenience only and are not apart of this License Agreement. Should Licensee have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write to: Laserfiche,3545 Long Beach Blvd.,Long Beach, CA 90807, U.S.A. ©2015-2016 Laserfiche